MTWO / M2i Global, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40329 Former TRKA Media Group, Inc. (f/k/a Troika Media Group, Inc.) (Ex

As filed with the Securities and Exchange Commission on April 8, 2024

As filed with the Securities and Exchange Commission on April 8, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 4, 2024

As filed with the Securities and Exchange Commission on April 4, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 4, 2024

As filed with the Securities and Exchange Commission on April 4, 2024 Registration No.

As filed with the Securities and Exchange Commission on April 4, 2024

As filed with the Securities and Exchange Commission on April 4, 2024 Registration No.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ----------------------------------------------------------x : In re: : Chapter 11 : Troika Media Group, Inc., et al.,1 : Case No. 23-11969 (DSJ) : Debtors. : (Jointly Administered) : : ----

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -x : In re: : Chapter 11 : Troika Media Group, Inc.

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) March 29, 2024

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) March 29, 2024 Former TRKA Media Group, Inc. (f/k/a Troika Media Group, Inc.) (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdic

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Mission Media USA, Inc. Case No. 23-11961 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0

a273-20240329february202 UST Form 11-MOR (12/01/2021) 2 Debtor's Name Mission Media USA, Inc.

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Lacuna Ventures, LLC Case No. 23-11960 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c.

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Lacuna Ventures, LLC Case No. 23-11960 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c. Total disbursements (net of transfers between accounts) $0 $0 d. Cash balance end of month (a+b-c) $0 e. Disbursements made by third party for the ben

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika-Mission Holdings, Inc. Case No. 23-11968 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts)

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika-Mission Holdings, Inc. Case No. 23-11968 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c. Total disbursements (net of transfers between accounts) $0 $0 d. Cash balance end of month (a+b-c) $0 e. Disbursements made by third party fo

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Mission Culture LLC Case No. 23-11962 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c. T

a274-20240329february202 UST Form 11-MOR (12/01/2021) 2 Debtor's Name Mission Culture LLC Case No.

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Mission Worldwide, Inc. Case No. 23-11965 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts)

a277-20240329february202 UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Mission Worldwide, Inc.

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) March 29, 2024

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) March 29, 2024 Former TRKA Media Group, Inc. (f/k/a Troika Media Group, Inc.) (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdic

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Converge Direct, LLC Case No. 23-11957 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $10,203,950 b. Total receipts (net of transfers between accounts)

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Converge Direct, LLC Case No. 23-11957 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $10,203,950 b. Total receipts (net of transfers between accounts) $14,288,743 $49,935,221 c. Total disbursements (net of transfers between accounts) $13,102,354 $38,867,737 d. Cash balance end of month (a+b-c) $11,39

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Services, Inc. Case No. 23-11967 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c.

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Services, Inc. Case No. 23-11967 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c. Total disbursements (net of transfers between accounts) $0 $0 d. Cash balance end of month (a+b-c) $0 e. Disbursements made by third party for the be

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika IO, Inc. Case No. 23-11964 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c. Total

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika IO, Inc. Case No. 23-11964 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c. Total disbursements (net of transfers between accounts) $0 $0 d. Cash balance end of month (a+b-c) $0 e. Disbursements made by third party for the benefit

UST Form 11-MOR (12/01/2021) 2 Debtor's Name CD Acquisition Corp. Case No. 23-11959 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c.

UST Form 11-MOR (12/01/2021) 2 Debtor's Name CD Acquisition Corp. Case No. 23-11959 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c. Total disbursements (net of transfers between accounts) $0 $0 d. Cash balance end of month (a+b-c) $0 e. Disbursements made by third party for the ben

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Converge Direct Interactive, LLC Case No. 23-11958 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between account

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Converge Direct Interactive, LLC Case No.

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Production Group, LLC Case No. 23-11966 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Production Group, LLC Case No.

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Design Group, Inc. Case No. 23-11963 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Design Group, Inc. Case No. 23-11963 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $0 b. Total receipts (net of transfers between accounts) $0 $0 c. Total disbursements (net of transfers between accounts) $0 $0 d. Cash balance end of month (a+b-c) $0 e. Disbursements made by third party for th

UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Media Group, Inc. Case No. 23-11969 Part 1: Cash Receipts and Disbursements Current Month Cumulative a. Cash balance beginning of month $-1,191,675 b. Total receipts (net of transfers between accoun

a268-20240329february202 UST Form 11-MOR (12/01/2021) 2 Debtor's Name Troika Media Group, Inc.

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) February 29, 2024

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) February 29, 2024 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

Execution ASSET PURCHASE AGREEMENT by and among BTC CONVERGE BUYER LLC, as Buyer, THE SELLERS PARTY HERETO and solely for the purposes stated expressly herein, BLUE TORCH FINANCE LLC, as Prepetition Agent and DIP Agent Dated as of February 29, 2024 i

Execution ASSET PURCHASE AGREEMENT by and among BTC CONVERGE BUYER LLC, as Buyer, THE SELLERS PARTY HERETO and solely for the purposes stated expressly herein, BLUE TORCH FINANCE LLC, as Prepetition Agent and DIP Agent Dated as of February 29, 2024 i TABLE OF CONTENTS ARTICLE I DEFINITIONS 1.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Mission Media USA, Inc. Debtor(s) § § § § Case No. 23-11961 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporting Pe

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Troika Services, Inc. Debtor(s) § § § § Case No. 23-11967 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporting Peri

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Mission Culture LLC Debtor(s) § § § § Case No. 23-11962 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporting Period

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Troika IO, Inc. Debtor(s) § § § § Case No. 23-11964 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporting Period End

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Converge Direct Interactive, LLC Debtor(s) § § § § Case No. 23-11958 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Rep

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Lacuna Ventures, LLC Debtor(s) § § § § Case No. 23-11960 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporting Perio

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Troika Media Group, Inc. Debtor(s) § § § § Case No. 23-11969 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporting P

a991-20240131december202 UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

Regulation FD Disclosure

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) January 31, 2024 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Converge Direct, LLC Debtor(s) § § § § Case No. 23-11957 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporting Perio

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Troika Mission Worldwide, Inc. Debtor(s) § § § § Case No. 23-11965 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Repor

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Troika-Mission Holdings, Inc. Debtor(s) § § § § Case No. 23-11968 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Report

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. CD Acquisition Corp. Debtor(s) § § § § Case No. 23-11959 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporting Perio

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Troika Production Group, LLC Debtor(s) § § § § Case No. 23-11966 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporti

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re. Troika Design Group, Inc. Debtor(s) § § § § Case No. 23-11963 Lead Case No. 23-11969 Jointly Administered Monthly Operating Report Chapter 11 Reporting

UST Form 11-MOR (12/01/2021) 1 UNITED STATES BANKRUPTCY COURT DISTRICT OFSouthern New York In Re.

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40329 Troik

Troika Media Group Inc. Reports Revenue of $54.2 million and $172.0 million, for the Three and Nine Months Ended September 30, 2023

Troika Media Group Inc. Reports Revenue of $54.2 million and $172.0 million, for the Three and Nine Months Ended September 30, 2023 New York, New York - December 21, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition group, today announced financial results for the quarter ended September 30, 2023. TMG is a professional services company that arch

Fourth Amendment to the Second Amended & Restated Limited Waiver to Financing Agreement dated as of November 3, 2023, by and among Troika Media Group, Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” thereto, the Lenders party thereto, Blue Torch Finance LLC, as collateral and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2023).

troika-fourthamendmentto Execution Version FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Fourth Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated November 3, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

Second Amended & Restated Limited Waiver to Financing Agreement dated as of September 29, 2023, by and among Troika Media Group, Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” thereto, the Lenders party thereto, Blue Torch Finance LLC, as collateral and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2023).

bluetorch-troikax2ndarli Execution Version SECOND AMENDED & RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This SECOND AMENDED & RESTATED LIMITED WAIVER TO FINANCING AGREEMENT dated as of September 29, 2023 (this “Waiver”), is entered into among TROIKA MEDIA GROUP, INC.

Seventh Amendment to the Second Amended & Restated Limited Waiver to Financing Agreement dated as of November 29, 2023, by and among Troika Media Group, Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” thereto, the Lenders party thereto, Blue Torch Finance LLC, as collateral and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2023).

troika-seventhamendmentt Execution Version SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Seventh Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated November 29, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

Third Amendment to the Second Amended & Restated Limited Waiver to Financing Agreement dated as of October 27, 2023, by and among Troika Media Group, Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” thereto, the Lenders party thereto, Blue Torch Finance LLC, as collateral and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2023).

troika-thirdamendmentto2 Execution Version THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Third Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated October 27, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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) December 21, 2023

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) December 21, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

Fifth Amendment to the Second Amended & Restated Limited Waiver to Financing Agreement dated as of November 10, 2023, by and among Troika Media Group, Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” thereto, the Lenders party thereto, Blue Torch Finance LLC, as collateral and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2023).

troika-fifthamendmentto2 Execution Version FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Fifth Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated November 10, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

Form of Asset Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2023).

troika-assetpurchaseagre Substantially Final Form ASSET PURCHASE AGREEMENT by and among [LENDER ACQUISITIONCO, LLC], as Buyer, THE SELLERS PARTY HERETO and solely for the purposes stated expressly herein, BLUE TORCH FINANCE LLC, as Prepetition Agent and DIP Agent Dated as of [●] i TABLE OF CONTENTS ARTICLE I DEFINITIONS 1.

Second Amendment to the Second Amended & Restated Limited Waiver to Financing Agreement dated as of October 20, 2023, by and among Troika Media Group, Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” thereto, the Lenders party thereto, Blue Torch Finance LLC, as collateral and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2023).

bluetorch-troikaxseconda Execution Version SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Second Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated October 20, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

Sixth Amendment to the Second Amended & Restated Limited Waiver to Financing Agreement dated as of November 17, 2023, by and among Troika Media Group, Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” thereto, the Lenders party thereto, Blue Torch Finance LLC, as collateral and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2023).

troika-sixthamendmentto2 Execution Version SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Sixth Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated November 17, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

Restructuring Support Agreement, dated as December 7, 2023 by and among, Troika Media Group, Inc., certain Company Subsidiaries, certain consenting lenders thereto, and Blue Torch Finance LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2023).

troika-rsatermsheets THIS RESTRUCTURING SUPPORT AGREEMENT AND THE DOCUMENTS ATTACHED HERETO COLLECTIVELY DESCRIBE A PROPOSED RESTRUCTURING OF THE COMPANY PARTIES THAT WILL BE EFFECTUATED THROUGH CHAPTER 11 CASES IN THE BANKRUPTCY COURT ON THE TERMS DESCRIBED HEREIN.

Form of Superpriority Secured Debtor-In-Possession Financing Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2023).

troika-dipfinancingagree Substantially Agreed Form SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION FINANCING AGREEMENT Dated as of December [ ], 2023 by and among TROIKA MEDIA GROUP, INC.

Eighth Amendment to the Second Amended & Restated Limited Waiver to Financing Agreement dated as of December 4, 2023, by and among Troika Media Group, Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” thereto, the Lenders party thereto, Blue Torch Finance LLC, as collateral and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2023).

troika-eighthamendmentto EIGHTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Eighth Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated December 4, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

First Amendment to the Second Amended & Restated Limited Waiver to Financing Agreement dated as of October 13, 2023, by and among Troika Media Group, Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” thereto, the Lenders party thereto, Blue Torch Finance LLC, as collateral and administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2023).

bluetorch-troikaxfirstam Executed Version FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This First Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated October 13, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

Press release dated December 7, 2023

troikamediagroup-nasdaqd Troika Media Group, Inc. Troika Media Group Inc. Receives Notice From Nasdaq Regarding Delisting New York, New York - December 7, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition group, today announced that on December 7, 2023, TMG received a determination letter (“Determination Letter”) from The Nasdaq Stock Market (“N

Form of Asset Purchase Agreement, dated as of December 7, 2023 by and among, Troika Media Group, Inc., the Sellers party thereto, and solely for the purposes expressly therein, Blue Torch Finance LLC

troika-assetpurchaseagre Substantially Final Form ASSET PURCHASE AGREEMENT by and among [LENDER ACQUISITIONCO, LLC], as Buyer, THE SELLERS PARTY HERETO and solely for the purposes stated expressly herein, BLUE TORCH FINANCE LLC, as Prepetition Agent and DIP Agent Dated as of [●] i TABLE OF CONTENTS ARTICLE I DEFINITIONS 1.

Form of Superpriority Secured Debtor-In-Possession Financing Agreement, dated as of December 7, 2023, by and among the Company, as borrower, certain of the Company’s other subsidiaries from time to time party thereto as guarantors, the DIP Lenders and Blue Torch Finance LLC, as administrative agent.

troika-dipfinancingagree Substantially Agreed Form SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION FINANCING AGREEMENT Dated as of December [ ], 2023 by and among TROIKA MEDIA GROUP, INC.

Restructuring Support Agreement, dated as December 7, 2023 by and among, Troika Media Group, Inc., certain Company Subsidiaries, certain consenting lenders thereto, and Blue Torch Finance LLC

troika-rsatermsheets THIS RESTRUCTURING SUPPORT AGREEMENT AND THE DOCUMENTS ATTACHED HERETO COLLECTIVELY DESCRIBE A PROPOSED RESTRUCTURING OF THE COMPANY PARTIES THAT WILL BE EFFECTUATED THROUGH CHAPTER 11 CASES IN THE BANKRUPTCY COURT ON THE TERMS DESCRIBED HEREIN.

Troika Media Group, Inc. Troika Media Group Inc. Announces Strategic Chapter 11 Filing and Sale to Blue Torch New York, New York - December 7, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) (“Troika” or the “Company”), a consumer engagement and custo

troikapressreleasewillki Troika Media Group, Inc. Troika Media Group Inc. Announces Strategic Chapter 11 Filing and Sale to Blue Torch New York, New York - December 7, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) (“Troika” or the “Company”), a consumer engagement and customer acquisition group, has announced that it has entered into a restructuring support agreement with certain funds managed by

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) December 7, 2023

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) December 7, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

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) December 7, 2023

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) December 7, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

Eighth Amendment to the Second A&R Limited Waiver

EIGHTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Eighth Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated December 4, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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) December 5, 2023

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) December 5, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

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) December 1, 2023

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) December 1, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

Seventh Amendment to the Second A&R Limited Waiver

troika-seventhamendmentt Execution Version SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Seventh Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated November 29, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

Sixth Amendment to Second A&R Limited Waiver

troika-sixthamendmentto2 Execution Version SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Sixth Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated November 17, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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) November 17, 2023

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) November 17, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

Fifth Amendment to Second A&R Limited Waiver

troika-fifthamendmentto2 Execution Version FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Fifth Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated November 10, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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) November 16, 2023

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) November 16, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K  Form 10-Q  Form N-SAR Form N- CSR For Period Ended: September 30, 2023 Transition Report

troika-form12bx25xq310xq UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K  Form 10-Q  Form N-SAR Form N- CSR For Period Ended: September 30, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Fourth Amendment to Second A&R Limited Waiver

troika-fourthamendmentto Execution Version FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Fourth Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated November 3, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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) November 8, 2023

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) November 8, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

Third Amendment to Second A&R Limited Waiver

troika-thirdamendmentto2 Execution Version THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Third Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated October 27, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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) October 31, 2023

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) October 31, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

Second Amendment to Second A&R Limited Waiver

bluetorch-troikaxseconda Execution Version SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Second Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated October 20, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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) October 25, 2023

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) October 25, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

Certificate of Withdrawal of Designations of Series B Preferred Stock (incorporated herein by reference to Exhibit 4.

preferredbwithdrawaltmg Business Entity - Filing Acknowledgement 05/15/2023 Work Order Item Number: W2023051200959-2904076 Filing Number: 20233196581 Filing Type: Withdrawal of Designation Filing Date/Time: 5/12/2023 10:39:00 AM Filing Page(s): 1 Indexed Entity Information: Entity ID: C30388-2003 Entity Name: TROIKA MEDIA GROUP, INC.

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40329 Troika Med

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) October 20, 2023

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) October 20, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

Certificate of Withdrawal of Designations of Series C Preferred Stock (incorporated herein by reference to Exhibit 4.

troikamediagroupinc-file Business Entity - Filing Acknowledgement 05/15/2023 Work Order Item Number: W2023051200971-2904090 Filing Number: 20233196592 Filing Type: Withdrawal of Designation Filing Date/Time: 5/12/2023 10:48:00 AM Filing Page(s): 1 Indexed Entity Information: Entity ID: C30388-2003 Entity Name: TROIKA MEDIA GROUP, INC.

Certificate of Withdrawal of Designations of Series D Preferred Stock (incorporated herein by reference to Exhibit 4.

tmgcertofwithdrawalserie Business Entity - Filing Acknowledgement 05/15/2023 Work Order Item Number: W2023051201032-2904160 Filing Number: 20233196626 Filing Type: Withdrawal of Designation Filing Date/Time: 5/12/2023 10:58:00 AM Filing Page(s): 1 Indexed Entity Information: Entity ID: C30388-2003 Entity Name: TROIKA MEDIA GROUP, INC.

Amended and Restated Certificate of Designation of Series E Convertible Preferred Stock

ex31certified-seriesearc

At Market Issuance Sales Agreement, dated May 24, 2023, between the Company and B. Riley Securities, Inc. (incorporated herein by reference to Exhibit

trka-salesagreementxatmx Execution Version TROIKA MEDIA GROUP, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement May 24, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Troika Media Group, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Agen

Employment Agreement by and between the Company and Sadiq Toama, dated as of May 26, 2023, including the Restrictive Covenant Agreement

troikamedia-stoamaemploy Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) the information is the type that the Company treats as private or confidential.

Certificate of Change of the Company, dated May 31, 2023 and effective June 1, 2023 (incorporated herein by reference to Exhibit 4.

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Troika Media Group Inc. Reports Revenue of $58.7 million and $117.7 million, for the Three and Six Months Ended June 30, 2023

Troika Media Group Inc. Reports Revenue of $58.7 million and $117.7 million, for the Three and Six Months Ended June 30, 2023 New York, New York - October 20, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition group, today announced financial results for the quarter ended June 30, 2023. TMG is a professional services company that architects and b

Execution Version FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This First Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated May 8, 2023 (the “Amendment Effective

bluetorch-troikaxfirstam Execution Version FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This First Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated May 8, 2023 (the “Amendment Effective Date”), is entered into by and among TROIKA MEDIA GROUP, INC.

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) October 18, 2023

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) October 18, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

Second A&R Limited Waiver

bluetorch-troikaxfirstam Executed Version FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This First Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated October 13, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

Second A&R Limited Waiver

bluetorch-troikax2ndarli Execution Version SECOND AMENDED & RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This SECOND AMENDED & RESTATED LIMITED WAIVER TO FINANCING AGREEMENT dated as of September 29, 2023 (this “Waiver”), is entered into among TROIKA MEDIA GROUP, INC.

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) October 4, 2023

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) October 4, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission Fi

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) September 22, 2023

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) September 22, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

First Amendment to the Financing Agreement

bluetorch-troikaxfirstam Execution Version FIRST AMENDMENT TO FINANCING AGREEMENT This FIRST AMENDMENT TO FINANCING AGREEMENT dated as of September 22, 2023 (this “First Amendment”), is entered into among Troika Media Group, Inc.

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) August 28, 2023

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) August 28, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission Fi

Execution Version FOURTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Fourth Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated August 23, 2023, is entered into by

fourthamendedandrestated Execution Version FOURTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Fourth Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated August 23, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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) August 22, 2023

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) August 22, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission Fi

Troika Media Group, Inc. Troika Media Group Inc. Announces Receipt of Delinquency Notification Letter from Nasdaq New York, New York - August 24, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition g

nasdaqdelinquencypressre Troika Media Group, Inc. Troika Media Group Inc. Announces Receipt of Delinquency Notification Letter from Nasdaq New York, New York - August 24, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition group, today announced that it received a delinquency notification letter from Nasdaq on August 22, 2023 stating that the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 22, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 22, 2023 (August 15, 2023) TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdic

Toama Response Letter *

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Engagement Letter by and between Troika Media Group, Inc. and Areté Capital Partners, LLC.

troika-aretecapitalengag 721 5th Ave. 45th Floor NY, NY 10022 www.aretecapitalpartners.com New York | Los Angeles | Park City EXHIBIT 10.1 CONFIDENTIAL August 15, 2023 Troika Media Group, Inc. 25 West 39th Street, 6th Floor New York, NY 10018 Attention: Randall Miles, Chairman Dear Randall: This letter confirms and sets forth the terms and conditions of the engagement between Areté Capital Partner

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) August 14, 2023

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) August 14, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K  Form 10-Q  Form N-SAR Form N- CSR For Period Ended: June 30, 2023 Transition Report on Fo

troika-form12bx25v3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K  Form 10-Q  Form N-SAR Form N- CSR For Period Ended: June 30, 2023 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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 28, 2023

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 28, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Execution Version THIRD AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Third Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated July 28, 2023, is entered into by and

bluetorch-troikaxthirdam Execution Version THIRD AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Third Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated July 28, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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 14, 2023

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 14, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Execution Copy SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Second Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated July 14, 2023, is entered into by and

bluetorch-troikaxseconda Execution Copy SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This Second Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated July 14, 2023, is entered into by and among TROIKA MEDIA GROUP, INC.

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) June 20, 2023

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) June 20, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Employment Agreement by and between Troika Media Group, Inc. and Sadiq Toama, dated as of May 26, 2023, including the Restrictive Covenant Agreement attached thereto as Exhibit A.

troikamedia-stoamaemploy 2 omission was in the best interests of the Company, or (iii) an act of gross misconduct by Executive with regard to the Company that is materially injurious to the Company and is committed without good faith and without a reasonable belief by Executive that the act or omission was in the best interest of the Company.

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) May 26, 2023

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) May 26, 2023 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Certificate of Change of Troika Media Group, Inc., dated May 3

certificateofchangesigne

Troika Media Group Inc. Declares 1-for-25 Ratio for Previously Announced Reverse Stock Split New York, New York – May 31, 2023 - Troika Media Group, Inc. (Nasdaq: TRKA) (“TMG” or the “Company”), a consumer engagement and customer acquisition solution

tmgrsspressrelease531 Troika Media Group Inc. Declares 1-for-25 Ratio for Previously Announced Reverse Stock Split New York, New York – May 31, 2023 - Troika Media Group, Inc. (Nasdaq: TRKA) (“TMG” or the “Company”), a consumer engagement and customer acquisition solutions group, today announced that it will effect a 1-for-25 reverse stock split of its outstanding common stock. This will be effect

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) May 31, 2023

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) May 31, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Troika Media Group, Inc. 25 West 39th Street, 6th Floor New York, New York 10018 (212) 213-0100

Troika Media Group, Inc. 25 West 39th Street, 6th Floor New York, New York 10018 (212) 213-0100 May 25, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Aliya Ishmukhamedova, Staff Attorney; Jan Woo, Legal Branch Chief Re: Troika Media Group, Inc. (CIK No. 0001021096) (the “Registrant”) Registration Statement on Fo

At Market Issuance Sales Agreement, dated May 24, 2023 between Troika Media Group, Inc. and B. Riley Securities, Inc.

Exhibit 1.1 Execution Version TROIKA MEDIA GROUP, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement May 24, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Troika Media Group, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Agent”) as follow

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) May 24, 2023 Troika Media Group, I

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) May 24, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

TROIKA MEDIA GROUP, INC. Up to $70,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-271189 PROSPECTUS SUPPLEMENT (To Prospectus dated April 28, 2023) TROIKA MEDIA GROUP, INC. Up to $70,000,000 Common Stock We have entered into an At Market Issuance Sales Agreement, or the sales agreement, with B. Riley Securities, Inc., or B. Riley Securities, relating to the sale of shares of our common stock, $0.001 par value per share, or c

Troika Media Group, Inc. 25 West 39th Street, 6th Floor New York, New York 10018 (212) 213-0100

Troika Media Group, Inc. 25 West 39th Street, 6th Floor New York, New York 10018 (212) 213-0100 May 22, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Aliya Ishmukhamedova, Staff Attorney; Jan Woo, Legal Brach Chief Re: Troika Media Group, Inc. (CIK No. 0001021096) (the “Registrant”) Registration Statement on For

Troika Media Group Inc. Nasdaq Delisting Notice, Nasdaq Company Appeal and Capital Structure Optimization Update New York, New York – May 18, 2023 - Troika Media Group, Inc. (Nasdaq: TRKA) (“TMG” or the “Company”) a consumer engagement and customer a

pressreleasedatedmay1820 Troika Media Group Inc. Nasdaq Delisting Notice, Nasdaq Company Appeal and Capital Structure Optimization Update New York, New York – May 18, 2023 - Troika Media Group, Inc. (Nasdaq: TRKA) (“TMG” or the “Company”) a consumer engagement and customer acquisition solutions group announced receipt of a Staff Delisting Determination (the “Staff Determination”) from the Listing

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) May 16, 2023

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) May 16, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

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) May 12, 2023

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) May 12, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Certificate of Withdrawal of Designation of Series C Preferred Stock

tmgseriesccert Business Entity - Filing Acknowledgement 05/15/2023 Work Order Item Number: W2023051200971-2904090 Filing Number: 20233196592 Filing Type: Withdrawal of Designation Filing Date/Time: 5/12/2023 10:48:00 AM Filing Page(s): 1 Indexed Entity Information: Entity ID: C30388-2003 Entity Name: TROIKA MEDIA GROUP, INC.

Certificate of Withdrawal of Designation of Series D Preferred Stock

seriesd Business Entity - Filing Acknowledgement 05/15/2023 Work Order Item Number: W2023051201032-2904160 Filing Number: 20233196626 Filing Type: Withdrawal of Designation Filing Date/Time: 5/12/2023 10:58:00 AM Filing Page(s): 1 Indexed Entity Information: Entity ID: C30388-2003 Entity Name: TROIKA MEDIA GROUP, INC.

Certificate of Withdrawal of Designation of Series B Preferred Stock

tmgcertofwithdrawalserie Business Entity - Filing Acknowledgement 05/15/2023 Work Order Item Number: W2023051200959-2904076 Filing Number: 20233196581 Filing Type: Withdrawal of Designation Filing Date/Time: 5/12/2023 10:39:00 AM Filing Page(s): 1 Indexed Entity Information: Entity ID: C30388-2003 Entity Name: TROIKA MEDIA GROUP, INC.

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) May 15, 2023

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) May 15, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Troika Media Group Inc. Reports Revenue of $59.0 million, Adjusted EBITDA of $1.5 million for the Three Months Ended March 31, 2023

Troika Media Group Inc. Reports Revenue of $59.0 million, Adjusted EBITDA of $1.5 million for the Three Months Ended March 31, 2023 New York, New York - May 15, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition group, today announced financial results for the quarter ended March 31, 2023. TMG is a professional services company that architects an

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40329 Troika Me

Amendment No. 1 to Amended and Restated Limited Waiver dated May 8 2023, between the Company and Blue Torch

troika-bluetorchxfirstam Execution Version Exhibit 10.6 FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This First Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated May 8, 2023 (the “Amendment Effective Date”), is entered into by and among TROIKA MEDIA GROUP, INC., a Nevada corporation (the “Borrower”), each subs

Exhibit 10.23

troika-bluetorchxfirstam Execution Version Exhibit 10.23 FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This First Amendment to the Amended and Restated Limited Waiver to Financing Agreement (this “Amendment”), dated May 8, 2023 (the “Amendment Effective Date”), is entered into by and among TROIKA MEDIA GROUP, INC., a Nevada corporation (the “Borrower”), each sub

Amended and Restated Certificate of Designation of Series E Convertible Preferred Stock

trka20220930-exx31xcert Filed in the Office of Secretary of State State Of Nevada Business Number C30388-2003 Filing Number 20222640205 Filed On 9/27/2022 8:00:00 AM Number of Pages 19

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KT/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KT/A (Amendment No. 2) (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended or þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from July 1, 2022 to December 31, 2022 Commission Fil

Separation Agreement dated as of October 26, 2022 by and between Troika Media Group, Inc. and Andrew Bressman.

trka20220930-exx101xbre

-2-

May 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Troika Media Group, Inc.

As filed with the Securities and Exchange Commission on May 12, 2023

As filed with the Securities and Exchange Commission on May 12, 2023 Registration No.

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) May 5, 2023

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) May 5, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on April 28, 2023

As filed with the Securities and Exchange Commission on April 28, 2023 Registration No.

VIA EDGAR

April 27, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KT/A (Amendment No. 1) (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended or þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from July 1, 2022 to December 31, 2022 Commission Fil

Troika Media Group Inc. Files Form S-3 Shelf Registration Statement New York, New York – April 11, 2023 - Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG" or the “Company”), a consumer engagement and customer acquisition group, today announced that it

troika-pressreleasesx320 Troika Media Group Inc. Files Form S-3 Shelf Registration Statement New York, New York – April 11, 2023 - Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG" or the “Company”), a consumer engagement and customer acquisition group, today announced that it had filed a shelf registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commissi

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) April 11, 2023

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) April 11, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission Fil

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Troika Media Group, Inc.

Form of Indenture.

Exhibit 4.1 TROIKA MEDIA GROUP, INC. INDENTURE Dated as of [●], 20[●] As Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 Definitions 1 1.2 Other Definitions 5 1.3 Incorporation by Reference of Trust Indenture Act 5 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 6 2.1 Issuable in Series 6 2.2 Establishment of Terms of Series of Securities 6 2.3 Execu

As filed with the Securities and Exchange Commission on April 7, 2023

As filed with the Securities and Exchange Commission on April 7, 2023 Registration No.

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) April 6, 2023

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) April 6, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Form of Settlement Agreement and Release of Claims

troika-settlementagreeme Exhibit 10.1 Final Form SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This settlement agreement (the “Settlement Agreement”), dated as of March , 2023 (the “Agreement Date”), is entered into by and among (1) Troika Media Group, Inc., a Nevada corporation (together with its affiliates, the “Company”), and (2) the investors signatory to this Settlement Agreement (each a “Party”

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) March 21, 2023

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) March 21, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission Fil

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) March 7, 2023

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) March 7, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Troika Media Group Inc. Reports Record Revenue of $187.9 million, Adjusted EBITDA of $5.0 million for the Six Months Ended December 31, 2022

Troika Media Group Inc. Reports Record Revenue of $187.9 million, Adjusted EBITDA of $5.0 million for the Six Months Ended December 31, 2022 New York, New York - March 7, 2023 — Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition group, today announced financial results for the six months ended December 31, 2022, a transition reporting period (“six month

Form 10-K/T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KT (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended or þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from July 1, 2022 to December 31, 2022 Commission File

TROIKA MEDIA GROUP, INC. 25 West 39th Street New York, NY 10018 February 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Troika Media Group, Inc. Reque

tmg-requestforconsenttow TROIKA MEDIA GROUP, INC. 25 West 39th Street New York, NY 10018 February 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Troika Media Group, Inc. Request to Withdraw Registration Statement on Form S-1 File No. 333-264112 Ladies and Gentlemen: Pursuant to Rule 477 under the Se

TROIKA MEDIA GROUP, INC. 25 West 39th Street New York, NY 10018 February 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Troika Media Group, Inc. Reque

tmg-requestforconsenttow TROIKA MEDIA GROUP, INC. 25 West 39th Street New York, NY 10018 February 17, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Troika Media Group, Inc. Request to Withdraw Registration Statement on Form S-1 File No. 333-264761 Ladies and Gentlemen: Pursuant to Rule 477 under the Se

Executive Employment Agreement dated May 23, 2022 by and between Troika Media Group, Inc. and Erica Naidrich, as amended on February 13, 2023. (18)

troika-enaidrichletterag TROIKA MEDIA GROUP, INC. February 13, 2023 Erica Naidrich By Hand Re: Employment Agreement Amendments Dear Erica, Reference is made to that certain Executive Employment Agreement by and between you and Troika Media Group, Inc. (the “Company”), dated as of May 23, 2022 (the “Employment Agreement”). Capitalized terms used but not otherwise defined herein shall have the meani

Execution Copy AMENDED & RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This AMENDED & RESTATED LIMITED WAIVER TO FINANCING AGREEMENT dated as of February 10, 2023 (this “Waiver”), is entered into among TROIKA MEDIA GROUP, INC., a Nevada corporation

bluetorch-troikaxarlimit Execution Copy AMENDED & RESTATED LIMITED WAIVER TO FINANCING AGREEMENT This AMENDED & RESTATED LIMITED WAIVER TO FINANCING AGREEMENT dated as of February 10, 2023 (this “Waiver”), is entered into among TROIKA MEDIA GROUP, INC.

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) February 10, 2023

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) February 10, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

Executive Employment Agreement dated January 1, 2022 by and between Troika Media Group, Inc. and Sadiq (“Sid”) Toama, as amended on February 13, 2023. (18)

troika-stoamaletteragree TROIKA MEDIA GROUP, INC. February 13, 2023 Sadiq (Sid) Toama By Hand Re: Employment Agreement Amendments Dear Sid, Reference is made to that certain Executive Employment Agreement by and between you and Troika Media Group, Inc. (the “Company”), dated as of January 1, 2022 (the “Employment Agreement”). Capitalized terms used but not otherwise defined herein shall have the m

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) February 7, 2023

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) February 7, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

TRKA / Troika Media Group, Inc. / VanBeek Kevin J - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Troika Media Group, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 89689F305 (CUSIP Number) January 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Troika Media Group, Inc., and further agree that this Joint F

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) January 31, 2023

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) January 31, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

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) January 13, 2023

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) January 13, 2023 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 23, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 23, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commissio

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) December 23, 2022

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) December 23, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

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) December 15, 2022

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) December 15, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

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) December 9, 2022

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) December 9, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

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) November 25, 2022

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) November 25, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

Amendment No. 3 to Membership Interest Purchase Agreement by and among Troika Media Group, Inc., Purchaser and the Sellers. (16)

trka-20221121xamipa3rda

Letter Agreement, dated March 9, 2022, by and between Troika Media Group, Inc. and Converge Direct, LLC. (16)

trka-20221121xtmgxcdxfi

Office Lease dated April 22, 2021, for 9-23 Fitzroy Street, London, WC2 UK. (2)

trka-20220630xex109a01 DATED 2021 WEST LONDON & SUBURBAN PROPERTY INVESTMENTS LIMITED and MISSION-MEDIA LIMITED LEASE of Part Ground and Part First Floors, 19-23 Fitzroy Street and 35-39 (odd) Maple Street London DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 22 April LEASE DETAILS Landlord’s title number: NGL744527 Date : 2021 Landlord : WEST LONDON & SUBURBAN PROPERTY INVESTMENTS LIM

Amended and Restated Articles of Incorporation of the Registrant, as corrected and amended. (2)

trka-20220630xex31a01 Filed in the Office of Secretary of State State Of Nevada Business Number C30388-2003 Filing Number 20090227652-85 Filed On 03/09/2009 Number of Pages 5 Filed in the Office of Secretary of State State Of Nevada Business Number C30388-2003 Filing Number 20080512013-82 Filed On 07/31/2008 Number of Pages 8 1.

Escrow Agreement, dated as of March 21, 2022, between Alter Domus (US) LLC, , Blue Torch Finance LLC, Troika Media Group, Inc., and Maarten Terry, Michael Carrano, Sadiq Toama, and Thomas Marianacci as the sellers, with Thomas Marianacci as the representative for the aforenamed sellers. (16)

trka-20221121xaxbluetorc Execution Version ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of March 21, 2022, (as amended, modified or supplemented from time to time, the “Agreement”) between Alter Domus (US) LLC (“AD” or “Escrow Agent”), a Delaware limited liability company, with its principal place of business located at 225 W.

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 32.2 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Troika Media Group, Inc. (the ?Company?) on Form 10-K for the year ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Erica Naidrich, the Chief Financial Officer of the Company, c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4032

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Office Lease dated April 19, 2019 for 25 W 39th Street, New York, New York 10018. (5)

trka-20220630xex1018a01

Executive Employment Agreement by and between Troika Media Group Inc. and Thomas Marianacci. (16)

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made as of the 1st day of January, 2022 by and between Troika Media Group, Inc.

Executive Employment Agreement by and between Troika Media Group Inc. and Sadiq (“Sid”) Toama. (2)

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is made as of the 1st day of January, 2022 by and between Troika Media Group, Inc.

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) November 17, 2022

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) November 17, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

Troika Media Group Inc. Reports Record Revenue of $120 million and Adjusted EBITDA of $10.1 million for its Quarter Ended September 30, 2022; Adds Additional Depth to Board of Directors

Troika Media Group Inc. Reports Record Revenue of $120 million and Adjusted EBITDA of $10.1 million for its Quarter Ended September 30, 2022; Adds Additional Depth to Board of Directors New York, New York - November 14, 2022 — Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition solutions group, today announced financial results for its fiscal quarter end

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) November 14, 2022

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) November 14, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Certificate of Designation of Series E Convertible Preferred Stock. (17)

trka20220930-exx31xcert Filed in the Office of Secretary of State State Of Nevada Business Number C30388-2003 Filing Number 20222640205 Filed On 9/27/2022 8:00:00 AM Number of Pages 19

Separation Agreement dated as of October 26, 2022 by and between Troika Media Group, Inc. and Andrew Bressman. (17)

FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0070 Expires: July 31, 2022 Estimated average burden hours per response....... 186.82 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or o TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

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) October 28, 2022

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) October 28, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

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) October 20, 2022

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) October 20, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

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) October 14, 2022

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) October 14, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission F

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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) October 4, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission Fi

Troika Media Group Inc. Accelerates its Business Transformation and Reports Record Revenue of $85.4 million and Adjusted EBITDA of $5.6 million in its Fourth Quarter and Fiscal Year 2022 Results.

Troika Media Group Inc. Accelerates its Business Transformation and Reports Record Revenue of $85.4 million and Adjusted EBITDA of $5.6 million in its Fourth Quarter and Fiscal Year 2022 Results. New York, New York - September 28, 2022 ? Troika Media Group, Inc. (Nasdaq: TRKA) ("TMG"), a consumer engagement and customer acquisition group today announced financial results for its fiscal fourth quar

Results of Operations and Financial Condition

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) September 28, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission

Office Lease dated April 19, 2019 for 25 W 39th Street, New York, New York 10018.

Amended and Restated By-Laws of the registrant (incorporated by reference to the registrant’s Form 10-K filed on September 28, 2022, as amended on November 22, 2022)

Filed in the Office of Secretary of State State Of Nevada Business Number C30388-2003 Filing Number 20090227652-85 Filed On 03/09/2009 Number of Pages 5 Filed in the Office of Secretary of State State Of Nevada Business Number C30388-2003 Filing Number 20080512013-82 Filed On 07/31/2008 Number of Pages 8 1.

Executive Employment Agreement by and between Troika Media Group Inc. and Thomas Marianacci.

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made as of the 1st day of January, 2022 by and between Troika Media Group, Inc.

Executive Employment Agreement by and between Troika Media Group Inc. and Sadiq (“Sid”) Toama.

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is made as of the 1st day of January, 2022 by and between Troika Media Group, Inc.

Office Lease dated April 22, 2021, for 9-23 Fitzroy Street, London, WC2 UK. (16)

DATED 2021 WEST LONDON & SUBURBAN PROPERTY INVESTMENTS LIMITED and MISSION-MEDIA LIMITED LEASE of Part Ground and Part First Floors, 19-23 Fitzroy Street and 35-39 (odd) Maple Street London DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 22 April LEASE DETAILS Landlord?s title number: NGL744527 Date : 2021 Landlord : WEST LONDON & SUBURBAN PROPERTY INVESTMENTS LIMITED (registered in Eng

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40329

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) September 26, 2022 Troika Media Group, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commissio

Form of Exchange Agreement. (15)

EXCHANGE AGREEMENT EXCHANGE AGREEMENT (the ?Agreement?) is made as of September 26, 2022, by and between Troika Media Group, Inc.

Form of Amended and Restated Certificate of Designation

TROIKA MEDIA GROUP, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO NRS 78.1955 OF THE NEVADA REVISED STATUTES The undersigned, Sadiq Toama does hereby certify that: 1. He is the Chief Executive Officer of Troika Media Group, Inc., a Nevada corporation (the ?Corporation?). 2. The Corporation is authoriz

Form of Common Stock Purchase Warrant. (15)

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Current Report

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 13, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Current Report

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 11, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

Current Report

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 1, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction of incorporation) (Commission File

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 19, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (I

TRKA / Troika Media Group, Inc. / Coates Peter - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) TROIKA MEDIA GROUP, INC. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 89689 F 305 (CUSIP Number) Michael Tenore, Troika Media Group, Inc. 1715 N. Gower Street, Los Angeles, CA 90028 (508) 740-2270 (Name, Address and Teleph

Separation Agreement dated as of June 8, 2022 by and between Troika Media Group and Christopher Broderick. (16)

EXHIBIT 10.2 SEPARATION AGREEMENT This SEPARATION AGREEMENT, dated as of June 8, 2022 (this ?Agreement?), is between Troika Media Group, Inc, a Nevada Corporation with a principal place of business at 1715 North Gower Street, Los Angeles, CA 90028 (the ?Company?), and Christopher Broderick, having an address at 14 Beacon Lane Rye Brook, NY 10573 ( ?Broderick?). WHEREAS, Broderick entered into an a

Confidential Separation and Waiver and Release Agreement by and between Troika Media Group Inc. and Kyle Hill. (14)

EXHIBIT 10.1 CONFIDENTIAL SEPARATION AND WAIVER AND RELEASE AGREEMENT THIS CONFIDENTIAL SEPARATION AND WAIVER AND RELEASE AGREEMENT (the ?Agreement?), dated as of June 7, 2022 (the ?Effective Date?), is between Troika Media Group, Inc, a Nevada Corporation with a principal place of business at 1715 North Gower Street, Los Angeles, CA 90028 and its subsidiaries and affiliates (the ?Company?), and K

Current Report

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) June 7, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (IRS Employer of incorp

As filed with the Securities and Exchange Commission on June 10, 2022.

As filed with the Securities and Exchange Commission on June 10, 2022. Registration Statement No. 333-264112 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7311 83-0401552 (State or other jurisdiction o

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 21, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission

Troika Media Group

EXHIBIT 99.3 Unaudited Pro Forma Combined Balance Sheet as of December 31, 2021 Troika Media Group Converge Direct & Affiliates Transaction Adjustment (See Notes) Total Current Assets Cash and cash equivalents 5,982,245 22,285,380 9,536,386 (1) 37,804,011 Marketable securities - 1,180,371 - 1,180,371 Accounts receivable, net 989,187 12,335,251 - 13,324,438 Prepaid expenses 232,351 1,756,039 - 1,98

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members? of Converge Direct, LLC, Converge Marketing Services LLC, Converge Direct Interactive, LLC and Lacuna Ventures, LLC Opinion on the Financial Statements We have audited the accompanying combined balance sheets of Converge Direct, LLC and its Affiliates, Converge Marketing Services LLC, Conver

Separation Agreement dated as of May 19, 2022 by and between Troika Media Group and Robert Machinist. (13)

FINAL EXHIBIT 10.2 SEPARATION AGREEMENT This SEPARATION AGREEMENT, dated as of May 19, 2022 (this ?Agreement?), is between Troika Media Group, Inc, a Nevada Corporation with a principal place of business at 1715 North Gower Street, Los Angeles, CA 90028 (the ?Company?), and Robert Machinist, having an address at 211 S. Spalding Drive, 103N, Beverly Hills, California 90212 (?Machinist?). WHEREAS, M

Current Report

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) May 19, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (IRS Employer of incorp

Executive Employment Agreement dated as of May 23, 2022 by and between Troika Media group, Inc. and Erica Naidrich (9)

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made as of the 23rd day of May by and between Troika Media Group, Inc. (the "Company", see definition), and Erica Naidrich ("Employee"), an individual having an address at 20 Robin Lane Monroe, NJ 08831. Employee and Company shall be individually referred to as a ?Party? and collectively as the ?Pa

Three Months Ended March 31

EXHIBIT 99.1 Troika Media Group Reports Third Quarter Fiscal Year 2022 Results Revenue increased 307% quarter-over-quarter to $15.7 million. Acquisition of Converge Direct which closed on March 22, 2022, contributed $10.0 million to total Company revenue for only a 10-day period until end of Third Quarter. At March 31, 2022, the Company had $42.4 million of cash available on its balance sheet and

Current Report

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) May 24, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (IRS Employer of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0070 Expires: July 31, 2022 Estimated average burden hours per response....... 186.82 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40329 CUSIP Number: 89689F305 (Check one:) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition

As filed with the Securities and Exchange Commission on May 9, 2022.

As filed with the Securities and Exchange Commission on May 9, 2022. Registration Statement No. 333-264112 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7311 83-0401552 (State or other jurisdiction of

As filed with the Securities and Exchange Commission on May 6, 2022.

As filed with the Securities and Exchange Commission on May 6, 2022. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7311 83-0401552 (State or other jurisdiction of incorporation or organizati

Calculation of Filing Fee Tables

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Troika Media Group, Inc.

Current Report

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) April 27, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (IRS Employer of inco

Current Report

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) April 21, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (IRS Employer of inco

Amended and Restated Articles of Incorporation of the Registrant. (12)

EXHIBIT 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement TROIKA MEDIA GROUP, INC. (Name of Re

Current Report

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) April 15, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (IRS Employer of inco

As filed with the Securities and Exchange Commission on April 4, 2022.

As filed with the Securities and Exchange Commission on April 4, 2022. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TROIKA MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 7311 83-0401552 (State or other jurisdiction of incorporation or organiza

Calculation of Filing Fee Tables

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) Troika Media Group, Inc.

Executive Employment Agreement by and between Troika Media Group Inc. and Thomas Marianacci.**

EXHIBIT 10.14 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is made as of the 1st day of January, 2022 by and between Troika Media Group, Inc. (the ?Company?), Thomas Marianacci, an individual having an address at 176 Succabone Road, Bedford Hills, New York 10507 (?Executive?). Each of the Company and Executive shall individually be referred to as a ?Party? a

Executive Employment Agreement by and between Troika Media Group Inc. and Sadiq (“Sid”) Toama.**

EXHIBIT 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is made as of the 1st day of January, 2022 by and between Troika Media Group, Inc. (the ?Company?) and Sadiq (?Sid?) Toama, an individual having an address at 100 Stone Bridge Lane, Bedford Hills, New York 10507 (?Executive?). Each of the Company and the Executive shall individually be referred to as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement TROIKA MEDIA GROUP, INC. (Name of Re

TRKA / Troika Media Group, Inc. / Marianacci Thomas - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) TROIKA MEDIA GROUP, INC. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 89689 F 305 (CUSIP Number) Michael Tenore, Troika Media Group, Inc. 1715 N. Gower Street, Los Angeles, CA 90028 (508) 740-2270 (Name, Address and Telepho

Financing Agreement dated as of March 21, 2022 by and among Troika Media Group, Inc., as Borrower, each subsidiary of Borrower as a Guarantor, the Lenders from time to time party hereto, and Blue Torch Finance, LLC, as Administrative Agent and Collateral Agent. (4)

EXHIBIT 4.1 Execution Version FINANCING AGREEMENT Dated as of March 21, 2022 by and among TROIKA MEDIA GROUP, INC., as Borrower, AND EACH SUBSIDIARY OF BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and BLUE TORCH FINANCE LLC, as Administrative Agent and Collateral Agent Table of Contents Page ARTICLE I DEFINITIO

Pledge and Security Agreement (4)

EXHIBIT 4.2 Execution Version PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this ?Agreement?), dated as of March 21, 2022, made by each of the Grantors referred to below, in favor of Blue Torch Finance LLC, a Delaware limited liability company (?Blue Torch?), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors

Filed Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (4)

EXHIBIT 3.1

Intercompany Subordination Agreement (4)

EXHIBIT 4.3 Execution Version INTERCOMPANY SUBORDINATION AGREEMENT THIS INTERCOMPANY SUBORDINATION AGREEMENT, dated as of March 21, 2022 (as amended, restated, amended and restated, supplemented, renewed, extended, replaced or otherwise modified from time to time, this ?Agreement?), is made by each of the Obligors (as defined below) in favor of Blue Torch Finance LLC, a Delaware limited liability

Registration Rights Agreement with Blue Torch Finance LLC (4)

EXHIBIT 4.5 Executed Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 21, 2022, is by and between Troika Media Group, Inc., a Nevada corporation (the ?Company?), and Blue Torch Finance LLC, a Delaware limited liability company (the ?Holder?). RECITALS A. The parties have entered into this Agreement in connection with that certain Financ

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) March 21, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (IRS Employer of inco

Troika Media Group Completes Transformative Acquisition of Converge Direct LLC Adding Approximately $300 Million of revenue and $21 Million of Net Income

EXHIBIT 99.1 Troika Media Group Completes Transformative Acquisition of Converge Direct LLC Adding Approximately $300 Million of revenue and $21 Million of Net Income Combination creates global end-to-end branding, marketing, digital advertising, experiential, analytics-as-service (SAS) and SaaS technology company with an extraordinary base of major clients Financial Highlights: ? Converge Direct,

Common Stock Purchase Warrant issued to Blue Torch Finance LLC (4)

EXHIBIT 4.4 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement TROIKA MEDIA GROUP, INC. (Name of Re

Form of Common Stock Purchase Warrant dated March 2022. (7)

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement dated as of March 16, 2022. (7)

EXHIBIT 4.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 16, 2022, between Troika Media Group, Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions

Form of Certificate of Designation

EXHIBIT 3.1 TROIKA MEDIA GROUP, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO NRS 78.1955 OF THE NEVADA REVISED STATUTES The undersigned, Robert Machinist does hereby certify that: 1. He is the Chief Executive Officer of Troika Media Group, Inc., a Nevada corporation (the ?Corporation?). 2. The Corporation is authorized t

Current Report

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) March 16, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (IRS Employer of inco

Form of Registration Rights Agreement dated as of March 16, 2022. (7)

EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 16, 2022, between Troika Media Group, Inc., a Nevada corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase

Troika Media Group Announces Pricing of $50 Million Private Placement

EXHIBIT 99.1 Troika Media Group Announces Pricing of $50 Million Private Placement LOS ANGELES, March 17, 2022 (GLOBE NEWSWIRE) ? Troika Media Group, Inc. (Nasdaq:TRKA) ("TMG" or "Company"), a brand consultancy and marketing innovations company that provides integrated branding and marketing solutions for global brands, today announced that it entered into a securities purchase agreement with cert

2

EXHIBIT 99.1 Troika Media Group Signs a Firm Commitment for a $75 Million Senior Secured Credit Facility with a Multibillion-Dollar Institutional Investor to Fund the Acquisition of Converge Direct LLC Financial Highlights: ? Converge Direct, LLC and its affiliated businesses (collectively, ?Converge?) generated approximately $300 million of revenue, $23 million of adjusted EBITDA and approximatel

Current Report

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) March 10, 2022 Troika Media Group, Inc. (Exact name of registrant as speci?ed in its charter) Nevada 001-40329 83-0401552 (State or other jurisdiction (Commission (IRS Employer of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement TROIKA MEDIA GROUP, INC. (Name of Re

Membership Interest Purchase Agreement by and among Troika Media Group, Inc., Converge Acquisition Corp. (collectively, the “Purchaser) and Thomas Marianacci, Maarten Terry, Sadiq (“Sid”) Toama and Michael Carrano (collectively, the “Sellers”) (6)

EXHIBIT 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, (?Agreement?) dated as of November 22, 2021, by and among Troika Media Group, Inc. a Nevada corporation (?TMG?); CD Acquisition Corp., a Delaware corporation (?CD? and together with TMG, collectively referred to as the ?Purchaser?); and Thomas Marianacci, Maarten Terry, Sadiq (?Sid?) Toama and Michael C