Browse EX-10 agreements

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of September 15, 2026, is entered into by and among Azure Energy, LLC, a Delaware limited liability company (the “Seller”), Azure Energy, S.R.L., a Costa Rica company (“Azure S.R.L.”) (solely for the purposes of Sections 2.09 and 3.02(c)), Algorhythm Holdings, Inc., a Delaware corporation (“Parent”), Azure Holdings, LLC, a Nevada limited liability company (the “Buyer”), and the other parties set forth on the signature page hereto.

Recitals

WHEREAS, Seller is engaged in the business of developing firm-capacity renewable energy infrastructure built around converting waste and biomass into clean, dispatchable power (the “Business”); and

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets, and certain specified liabilities, of the Business, subject to the terms and conditions set forth herein.

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FUNDING AGREEMENT

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This Funding Agreement (this “Agreement”), dated September 15, 2026 (the “Effective Date”), is entered into by and among Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), Gary Atkinson (“Atkinson”) and Alex Andre (“Andre”; together with Atkinson, the “Executives”).

WITNESSETH:

WHEREAS, Atkinson and the Company are parties to that certain Second Amended and Restated Employment Agreement, dated July 22, 2026 (the “Atkinson Employment Agreement”), and that certain Separation Agreement, dated as of the Effective Date (the “Atkinson Separation Agreement”; together with the Atkinson Employment Agreement, the “Atkinson Agreements”); and

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SEPARATION AGREEMENT AND RELEASE

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”), dated September 15, 2026 (the “Effective Date”), is entered into by and between Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and [_________] (“Executive”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated [__________] (the “Employment Agreement”), and that certain Indmenification Agreement, dated [__________] (the “Indemnification Agreement”); and

WHEREAS, on the Effective Date, the Company terminated Executive’s employment without “Cause” (as such term is defined in the Employment Agreement) pursuant to Section 5.2 of the Employment Agreement effective on the Effective Date; and

WHEREAS, the Company and Executive wish to settle in full certain claims that Executive may have now or in the future against the Company on the terms set forth herein.

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OPTION AGREEMENT

This OPTION AGREEMENT (this “Agreement”), dated as of September 15, 2026 (the “Effective Date”), is entered into by and among Algorhythm Holdings, Inc., a Delaware corporation (the “Optionee”), Azure Energy, LLC, a Delaware limited liability company (“Target”), Tangen Family Trust, a Washington trust (“TFT”), and 1979, FLP, a North Carolina limited partnership (“1979 FLP”; together with TFT, the “Optionors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

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Exhibit 10.10

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THIS PRE-PAID PURCHASE (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) 3,500 SHARES OF BORROWER’S (AS DEFINED BELOW) SERIES A PREFERRED STOCK HAVING AN ORIGINAL ISSUE DATE OF February 17, 2026. FOR PURPOSES OF RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS PRE-paid purchase SHALL BE DEEMED TO HAVE BEEN ISSUED ON february 17, 2026.

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SECURED PRE-PAID PURCHASE #5

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September 15, 2026	U.S. $4,025,000.00

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Exhibit 10.9

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

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Exchange Agreement

This Exchange Agreement (this “Agreement”) is entered into as of September 15, 2026 by and between Algorhythm Holdings, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

A. Pursuant to that certain Securities Purchase Agreement dated August 21, 2025 between Company and Investor (the “Purchase Agreement”), Company issued to Investor that certain Secured Pre-Paid Purchase #4 in the original principal amount of $10,355,000.00 dated February 17, 2026 (“PPP #4”).

B. Subject to the terms of an Exchange Agreement dated June 29, 2026, Company and Investor exchanged $3,500,000.00 of the outstanding balance of PPP #4 for 3,500 shares of Company’s newly created Series A Preferred Stock (such 3,500 shares, the “Series A Shares”).

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made and entered into as of September 15, 2026 (the “Effective Date”), by and between [______________] (the “Executive”) and Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and sets forth the terms and conditions with respect to the Executive’s employment with the Company during the Term (as defined below).

WHEREAS, the Board of Directors of the Company has determined to appoint the Executive as the [______________] of the Company as of the Effective Date; and

WHEREAS, the Company desires to employ the Executive as its [______________], and the Executive desires to accept such employment, on the terms and conditions set forth herein.

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

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CONSULTING AGREEMENT

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This Consulting Agreement (this “Agreement”), dated September 15, 2026 (the “Effective Date”), is entered into by and between Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and [__________] (“Consultant”).

WITNESSETH:

WHEREAS, the Company and Consultant desire to enter into an agreement pursuant to which Consultant will provide consulting services to the Company.

NOW, THEREFORE, in consideration of the foregoing premises and representations, warranties, covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Consultant hereby agree as follows:

1. Retention. The Company hereby retains Consultant to provide the consulting services described herein to the Company for a term commencing on the Effective Date and ending on the 18-month anniversary of the Effective Date (the “Consulting Term”).

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EMPLOYMENT AGREEMENT

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This Employment Agreement (the “Agreement”) is made and entered into as of September 15, 2026 (the “Effective Date”), by and between Leticia Raele (the “Executive”) and Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and sets forth the terms and conditions with respect to the Executive’s employment with the Company during the Term (as defined below).

WHEREAS, the Executive has served as the Controller of the Company since September 15, 2025; and

WHEREAS, the Company and the Executive wish to amend the terms of Executive’s employment with the Company pursuant to which the Company will employ the Executive as its Chief Accounting Officer and Interim Chief Financial Officer on the terms and conditions set forth herein.

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

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GENERATION INCOME PROPERTIES, INC.

Dated as of September 18, 2026

To Holders of Common Stock Purchase Warrants:

Re: Inducement Offer to Exercise Common Stock Purchase Warrants

Dear Holder:

Generation Income Properties, Inc. (the “Company”) is pleased pursuant to this letter agreement (this “Agreement”) to offer to you the opportunity to exercise the common stock purchase warrants of the Company issued to you on or about June 1, 2026 (the “Existing Warrants”), as set forth on the signature page hereto, which are currently held by you (the “Holder”). The Existing Warrants are evidenced by the Warrant Agreement, dated June 1, 2026, between the Company and Continental Stock Transfer & Trust Company, a New York Corporation (the “Warrant Agreement”). The Existing Warrants and all of the shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) underlying the Existing Warrants (the “Existing Warrant Shares”) have been offered and sold in a registered offering (the “Offering”) pursuant to the Company’s registration statement on Form S-11 (File No. 333-296210

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[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

[INSERT IN INITIAL AND ADDITIONAL NOTES ONLY: **NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HER

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