Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) On September 7, 2021, Zedge, Inc. (the "Company") granted Deferred Stock Units ("DSUs") to, among others, Michael Jonas, its Executive Chairman (29,000 DSUs), Jonathan Reich, its Chief Executive Officer (58,000 DSUs), and Yi Tsai, its Chief Financial Officer (24,000 DSUs). The DSU grants were approved by the Compensation Committee of the Board of Directors and were part of a larger grant to Company employees for a total of up to 288,951 DSUs. Each DSU represents the right to receive one share of the Company's Class B common stock.

Vesting of 70% of the DSUs will be on the following dates in the following amounts, subject to the grantee's continued employment and only if the aggregate market capitalization of the Company's equity securities has reached or exceeded $451 million for five consecutive trading days between the grant date and the vest date: 25% on September 7, 2022, up to 58% (the 25% eligible to vest in 2022 and an additional 33%) on September 7, 2023, and up to 100% on September 7, 2024. In the event the market capitalization condition has not been met prior to a vesting date, but is met by a subsequent vesting date, all DSUs eligible for vesting prior to that date shall vest. In the event that the market capitalization condition has not been met by September 7, 2024, 70% of the DSUs shall expire.

Vesting of the remaining 30% of the DSUs will be time-based as follows: 25% on September 7, 2022, 33% on September 7, 2023, and 42% on September 7, 2024, subject to the grantee's continued employment by the Company.


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