Amended and Restated Executive Employment Agreement dated as of October 21, 2016 by and between M2 nGage Group Inc. (the Registrant) and Michael Tenore, as amended on June 6, 2018

EXHIBIT 10.3 

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of June 6, 2018 (the “Amendment Effective Date”) by and between Troika Media Group, Inc. f/k/a M2 nGage Group, Inc., a Nevada Corporation (the “Company”) and Michael S. Tenore (the “Executive” and, together with the Company, the “Parties”).

WHEREAS, the Company and Executive entered into that certain Executive Employment Agreement (the “Agreement”) dated as of October 1, 2018; and

WHEREAS, the Parties desire to amend the Agreement in the manner reflected herein in consideration for Executive’s recent acquisition efforts for the Company and additional duties associated with corporate acquisitions; and

NOW THEREFORE, in consideration of the premises and mutual covenants and conditions herein, the Parties intending to be legally bound hereby agree as follows, effective as of the Amendment Effective Date:

1.       Section 2 of the Agreement is hereby amended by changing the Initial Term end date to December 31, 2020.

2.       Transaction Bonus: Should the Company close a corporate acquisition(s) (either of stock or assets) in excess of $10,000,000, the Company shall pay to Executive a per transaction bonus in the amount of $37,500.00 in consideration for Executive’s assistance in closing each such transaction (“Transaction Bonus”).  Such Transaction Bonus(es) shall be paid within sixty (60) days of the closing of such transaction(s). 

Counterparts. This amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.

Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment all references to the term “Agreement” in this Amendment or the original Agreement, as amended, shall include the terms contained in this Amendment.

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IN WITNESS WHEREOF, the undersigned have executed this Amendment: