Zedge Inc

The following table presents compensation information for Jonathan Reich, our chief executive officer, and the average compensation information for the other individuals named in the summary compensation table, as well as certain measures relating to Company performance.

(1) Information provided for the last three completed fiscal years.

(2) Jonathan Reich, Chief Executive Officer.

(3) In Fiscal 2024, compensation actually paid to Mr. Reich was higher than the total amount disclosed in the Summary Compensation Table, due to the following:

a. An increase in the amount of $11,108 for the change in the stock’s fair value from Fiscal 2023 year-end to Fiscal 2024 year-end of awards granted prior to Fiscal 2024 that were outstanding and unvested as of Fiscal 2024 year-end, consisting of 47,908 outstanding and unvested deferred stock units (“DSUs”) that increased in fair value by $11,108.

b. An increase in the amount of $2,663 for the change in fair value from Fiscal 2023 year-end to the vesting date of awards granted prior Fiscal 2024 that vested during Fiscal 2024, consisting of: (i) 5,742 DSUs that vested in Fiscal 2024 and decreased in value by $29; and (ii) 11,216 options to purchase shares of the Company’s Class B common stock (“options”) that vested in Fiscal 2024 and increased in value by $2,692.

(4) In Fiscal 2023, compensation actually paid to Mr. Reich was lower than the total amount disclosed in the Summary Compensation Table, due to the following:

a. A deduction in the amount of $26,572 for the change in fair value from Fiscal 2022 year-end to Fiscal 2023 year-end of awards granted prior to Fiscal 2023 that were outstanding and unvested as of Fiscal 2023 year-end, consisting of: (i) 53,650 outstanding and unvested DSUs that decreased in fair value by $19,169; and (ii) 11,216 outstanding and unvested options that decreased in fair value by $7,403.

b. A deduction in the amount of $26,915 for the change in fair value from Fiscal 2022 year-end to the vesting date of awards granted prior to Fiscal 2023 that vested during Fiscal 2023, consisting of: (i) 4,350 DSUs that vested in Fiscal 2023 and decreased in fair value by $304; and (ii) 41,216 options that vested in Fiscal 2023 and decreased in fair value by $26,611.

c. An increase in the amount of $15,188 based upon the incremental value of 64,898 options that were modified during Fiscal 2023.

(5) In Fiscal 2022, compensation actually paid to Mr. Reich was lower than the total amount disclosed in the Summary Compensation Table, due to the following:

a. A deduction in the amount of $498,162 for the change in fair value of 58,000 DSUs granted on September 7, 2021 that remained outstanding and unvested at Fiscal 2022 year-end.

b. A deduction in the amount of $660,643 for the change in fair value from Fiscal 2021 year-end to Fiscal 2022 year-end of awards granted prior to Fiscal 2022 that were outstanding and unvested as of Fiscal 2022 year-end, consisting of 52,432 outstanding and unvested options that decreased in fair value.

c. A deduction in the amount of $176,425 for the change in fair value from Fiscal 2021 year-end to the vesting date of awards granted prior to Fiscal 2022 that vested during Fiscal 2022, consisting of 41,216 options that vested in Fiscal 2022 and decreased in fair value.

(6) Michael Jonas, Executive Chairman and Chairman of the Board, and Yi Tsai, Chief Financial Officer.

(7) In Fiscal 2024, average compensation actually paid to the non-PEO Named Executive Officers was higher than the total amount disclosed in the Summary Compensation Table, due to the following:

a. An increase in the amount of $420,673 for the fair value of 116,208 shares of Class B Common Stock held by Michael Jonas that were outstanding and unvested as of Fiscal 2024 year-end, based on the closing market price of one share of the Class B Common Stock on July 31, 2024, the last day the stock was traded in Fiscal 2024 ($3.62).

b. An increase in the amount of $479 for the change in fair value from Fiscal 2023 year-end to Fiscal 2024 year-end of awards granted prior to Fiscal 2024 that were outstanding and unvested as of Fiscal 2024 year-end, consisting of; (i) 23,954 outstanding and unvested DSUs held by Michael Jonas that increased in value by $5,554; and (ii) 19,824 outstanding and unvested DSUs held by Yi Tsai that decreased in fair value by $4,596.

c. An increase in the amount of $17,862 for the average change in fair value from Fiscal 2023 year-end to the vesting date of awards granted prior to Fiscal 2024 that vested during Fiscal 2024, consisting of: (i) 30,864 restricted shares of Class B Common Stock held by Michael Jonas that vested in Fiscal 2024 and increased in fair value by $34,660, based on the closing market price of one share of the Class B Common Stock on July 31, 2023, the last day that the stock was in Fiscal 2023 ($2.10), and the closing market price of one share the Class B Common Stock on February 7, 2024, the vesting date of the restricted shares ($3.223); (ii) 2,871 DSUs held by Michael Jonas that vested in Fiscal 2024 and decreased in fair value by $14; (iii) 2,376 DSUs held by Yi Tsai that vested in Fiscal 2024 and decreased in fair value by $12; and (iv) 6,000 options held by Yi Tsai that vested in Fiscal 2024 and increased in fair value by $1,090.

(8) In Fiscal 2023, average compensation actually paid to the non-PEO Named Executive Officers was lower than the total amount disclosed in the Summary Compensation Table, due to the following:

a. A deduction in the amount of $20,498 for the average change in fair value from Fiscal 2022 year-end to Fiscal 2023 year-end of awards granted prior to Fiscal 2023 that were outstanding and unvested as of Fiscal 2023 year-end, consisting of: (i) 30,864 outstanding and unvested restricted shares of Class B Common Stock held by Michael Jonas that decreased in fair value by $20,370, based on the closing market price of one share of the Class B Common Stock on July 29, 2022, the last day that the stock was traded in Fiscal 2022 ($2.76), and the closing market price of one share the Class B Common Stock on July 31, 2023, the last day that the stock was traded in Fiscal 2023 ($2.10); (ii) 26,825 outstanding and unvested DSUs held by Michael Jonas that decreased in value by $9,585 (iii) 22,200 outstanding and unvested DSUs held by Yi Tsai that decreased in fair value by $7,932; and (iv) 6,000 outstanding and unvested options held by Yi Tsai that decreased in fair value by $3,110.

b. A deduction in the amount of $5,117 for the average change in fair value from Fiscal 2022 year-end to the vesting date of awards granted prior to Fiscal 2023 that vested during Fiscal 2023, consisting of: (i) 30,864 restricted shares of Class B Common Stock held by Michael Jonas that vested in Fiscal 2023 and decreased in fair value by $1,852, based on the closing market price of one share of the Class B Common Stock on July 29, 2022, the last day that the stock was traded in Fiscal 2022 ($2.76), and the closing market price of one share the Class B Common Stock on February 7, 2023, the vesting date of the restricted shares ($2.70); (ii) 471 restricted shares of Class B Common Stock held by Michael Jonas that vested in Fiscal 2023 and decreased in fair value by $367, based on the closing market price of one share of the Class B Common Stock on July 29, 2022, the last day that the stock was traded in Fiscal 2022 ($2.76), and the closing market price of one share the Class B Common Stock on November 7, 2022, the vesting date of the restricted shares ($1.98); (iii) 2,175 DSUs held by Michael Jonas that vested in Fiscal 2023 and decreased in fair value by $152; (iv) 1,800 DSUs held by Yi Tsai that vested in Fiscal 2023 and decreased in fair value by $126; and (v) 12,666 options held by Yi Tsai that vested in Fiscal 2023 and decreased in fair value by $7,736.

c. An increase in the amount of $3,473 based upon the incremental value of 15,000 options, held by Yi Tsai, that were modified during Fiscal 2023.

(9) In Fiscal 2022, average compensation actually paid to the non-PEO Named Executive Officers was lower than the total amount disclosed in the Summary Compensation Table, due to the following:

a. A deduction in the amount of $227,609 for the average change in fair value of DSU awards granted during Fiscal 2022 that remained outstanding and unvested at Fiscal 2022 year-end, consisting of: (i) 29,000 outstanding and unvested DSUs granted to and held by Michael Jonas that decreased in fair value by $249,081 and (ii) 24,000 outstanding and unvested DSUs granted to and held by Yi Tsai that decreased in fair value by $206,136.

b. A deduction in the amount of $509,450 for the average change in fair value from Fiscal 2021 year-end to Fiscal 2022 year-end of awards granted prior to Fiscal 2022 that were outstanding and unvested as of Fiscal 2022 year-end, consisting of: (i) 62,199 outstanding and unvested restricted shares of Class B Common Stock held by Michael Jonas that decreased in fair value by $783,707, based on the closing market price of one share of the Class B Common Stock on July 30, 2021, the last day that the stock was traded in Fiscal 2021 ($15.36), and the closing market price of one share the Class B Common Stock on July 29, 2022, the last day that the stock was traded in Fiscal 2022 ($2.76); and (ii) 18,666 outstanding and unvested options held by Yi Tsai that decreased in fair value by $235,192.

c. A deduction in the amount of $154,879 for the average change in fair value from Fiscal 2021 year-end to the vesting date of awards granted prior to Fiscal 2022 that vested during Fiscal 2022, consisting of: (i) 30,865 restricted shares of Class B Common Stock held by Michael Jonas that vested in Fiscal 2022 and decreased in fair value by $241,982, based on the closing market price of one share of the Class B Common Stock on July 30, 2021, the last day that the stock was traded in Fiscal 2021 ($15.36), and the closing market price of one share the Class B Common Stock on February 7, 2022, the vesting date of the restricted shares ($7.52); (ii) 470 restricted shares of Class B Common Stock held by Michael Jonas that vested in Fiscal 2022 and decreased in fair value by $1,922, based on the closing market price of one share of the Class B Common Stock on July 30, 2021, the last day that the stock was traded in Fiscal 2021 ($15.36), and the closing market price of one share the Class B Common Stock on November 7, 2021, the vesting date of the restricted shares ($11.27); and (iii) 12,666 options held by Yi Tsai that vested in Fiscal 2022 and decreased in fair value by $65,854.

(10) Calculated based on a hypothetical $100 investment beginning at market close on July 31, 2021.

As shown by the above table, in Fiscal 2022, the compensation actually paid to our Chief Executive Officer and average compensation actually paid to our other Named Executive Officers in Fiscal 2022 were lower than the amounts set forth for those individuals in the Summary Compensation Table for Fiscal 2022, despite positive Total Shareholder Return and Company net income in the covered period. This was due, in part, to adverse market conditions that impacted the fair value of outstanding equity awards. In Fiscal 2023, the relationship between compensation actually paid and the amounts awarded in the Summary Compensation Table continued in the same manner in a fiscal year that saw decreases in Total Shareholder Return and net income (loss), as compared to Fiscal 2022. In Fiscal 2024, the relationship between compensation actually paid and the amounts awarded in the Summary Compensation Table was reversed for both our Chief Executive Officer and other Named Executive Officers in a fiscal year that saw a significant increase in Total Shareholder Return than in Fiscal 2023 despite a net loss that was greater than in Fiscal 2023. The increases in actual compensation was due to the increase in the value of unvested equity award granted in prior periods, which explains the correlation with Total Shareholder Return.

The cash component of our executive compensation is based on a number of factors, including, in the case of bonus compensation, goals for the Company and for individual executive officers that are set early in the fiscal year by the Compensation Committee of our Board of Directors. Those goals typically include specific financial metrics as well as other qualitative and quantitative factors related to operational and other matters. Following the end of

each fiscal year, management reports to the Compensation Committee regarding actual performance relative to the goals, the contribution of each executive officer related to the goals set for the Company and the relevant executive and other factors regarding the performance of the executive officers and makes recommendations regarding various elements of compensation. The Compensation Committee then determines the compensation to be awarded.

Executive officers are also granted equity awards in securities of the Company from time to time to directly align their interests with those of the Company and its, options and deferred stock units which may have performance-based vesting criteria in addition to time-based vesting criteria. Those vesting criteria may include metrics related to market capitalization or stock price which tends to further a positive correlation between compensation and Total Shareholder Return.

While all of the specific factors that drive compensation decisions may not directly correlate with our net income or Total Shareholder Return, many of the criteria used tend to impact compensation as well as Total Shareholder Return and that contributes to the correlation shown in the table above.