Exhibit 10.1

February 1, 2024

Mr. Michael Frenz

290 West End Avenue, Apartment 3D

New York, New York 10023

Dear Michael:

This offer letter will confirm our agreement (the “Agreement”) with respect to your employment as Chief Financial Officer of reAlpha Tech Corp. (“Tech Corp”), having its principal place of business at 6515 Longshore Loop #100, Dublin, OH 43017. This Agreement will become effective when fully executed as reflected by the date shown on the signature page attached hereto (the “Effective Date”).

1. Title and Job Duties.

2. Salary and Additional Compensation.

The LTI Awards shall be granted under the terms of grant-specific agreements that are approved by the Board’s compensation committee from time to time, and in accordance with the Company’s 2022 Equity Incentive Plan (the “Equity Agreements). These Equity Agreements will provide for vesting schedules, performance metrics, and other material terms of each LTI Award as determined by the Compensation Committee. The Board and the Company reserve the right, at their discretion, to change the terms of future Equity Agreements and the equity granted thereunder, subject to the Company’s 2022 Equity Incentive Plan. The use of the LTI Awards, as part of the annual equity grant, is discretionary and may be substituted, at the discretion of the Compensation Committee, by other equity instruments in accordance with incentive compensation plans adopted by the Board from time to time. The actual LTI Awards payable to Employee for a fiscal year shall be determined in the sole and absolute discretion of the Board’s compensation committee, which, to the extent earned, shall be paid no later than two and a half months after the end of the fiscal year to which the applicable LTI Award relates to.

3. Background Check. The Company may conduct a background or reference check (or both). If so, then the Employee agrees to cooperate fully in those procedures, and this offer is subject to the Company’s approving the outcome of those checks, in the sole discretion of the Company.

4. Expenses. In accordance with Company policy, the Company shall reimburse the Employee for all reasonable business expenses properly and reasonably incurred and paid by the Employee in the performance of his/her duties under this Agreement upon the Employee’s presentment of detailed receipts in the form required by the Company’s policy.

5. Benefits.

6. Term and Termination. The terms set forth in this Agreement will commence on the Effective Date and shall remain in effect until termination by either party. Either party may terminate the Employee’s employment on an at-will basis at any time and for any reason or no reason, upon written notice to the other party. Company and Employee shall agree on a mutually acceptable start date, which shall be as promptly as practically possible following the Effective Date of this Agreement.

7. Confidentiality Agreement.

8. Assignment of Intellectual Property.

9. Non-Competition Agreement.

10. Representation and Warranty. The Employee represents and warrants to the Company that the Employee is not subject to any agreement restricting his/her ability to enter into this Agreement and fully carry out his/her duties and responsibilities hereunder. The Employee hereby indemnifies and holds the Company harmless against any losses, claims, expenses (including reasonable attorneys’ fees), damages or liabilities incurred by the Company as a result of a breach of the foregoing representation and warranty.

11. Notice. Any notice or other communication required or permitted to be given to any of the parties hereto shall be deemed to have been given if personally delivered, or if sent by nationally recognized overnight courier, and addressed as follows:

If to the Employee, to:

the address shown on the records of the Company.

Email: ____________________________________

If to the Company, to:

c/o reAlpha Tech Corp.

6515 Longshore Loop #100

Dublin, OH 43017

Email: mike@realpha.com

Either party’s notice address may be changed at any time immediately upon delivery of written notice to the other party, which may be by U.S. mail, courier, or electronic mail.

12. Severability. If any provision of this Agreement is declared void or unenforceable by a court of competent jurisdiction, all other provisions shall nonetheless remain in full force and effect.

13. Governing Law and Consent to Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio, without regard to the conflict of law provisions thereof. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any state or federal court in Ohio over any action or proceeding arising out of or relating to this Agreement and each of the parties hereto hereby irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in such Ohio state or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent legally possible, the defense of an inconvenient forum to the maintenance of such action or proceeding.

14. Waiver. The waiver by any of the parties hereto of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach. The failure of a party to insist upon strict adherence to any provision of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that provision or any other provision of this Agreement. Any waiver must be in writing.

15. Injunctive Relief. Without limiting the remedies available to the Company, Employee acknowledges that a breach of any of the covenants contained in Sections 6, 7 or 8 would result in material irreparable injury to the goodwill of the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled, without the requirement to post bond or other security, to obtain a temporary restraining order or preliminary or permanent injunction restraining Employee from engaging in activities prohibited by this Agreement or such other relief as may be required to specifically enforce any of the covenants in Section 6, 7 or 8 of this Agreement, in addition to all other remedies available at law or in equity.

16. Assignment. This Agreement is a personal contract, and the Employee may not sell, transfer, assign, pledge or hypothecate his/her rights, interests, and obligations hereunder. Except as otherwise expressly provided, this Agreement shall be binding upon and shall inure to the benefit of the Employee and his/her personal representatives and shall inure to the benefit of and be binding upon the Company and its successors and assigns

17. Entire Agreement. This Agreement (together with any Exhibits attached hereto) embodies all of the representations, warranties, and agreements between the parties hereto relating to the Employee’s employment with the Company. No other representations, warranties, covenants, understandings, or agreements exist between the parties hereto relating to the Employee’s employment. This Agreement shall supersede all prior agreements, written or oral, relating to the Employee’s employment. This Agreement may not be amended or modified except by a writing signed by each of the parties hereto.

[Signature page follows.]

8

Exhibit 10.2

AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into as of February 1, 2024 (the “Effective Date”) by and between Giri Devanur (the “Employee”) and reAlpha Tech Corp., a Delaware corporation (the “Company”).

WHEREAS, the Company and Employee have entered into that certain Employment Agreement, dated April 11, 2023 (the “Employment Agreement”) (capitalized terms used herein, and not otherwise defined, shall have the respective meanings ascribed to them in Employment Agreement); and

WHEREAS, the parties desire to amend the Employment Agreement as provided herein.

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

1. Amendments to Employment Agreement. Effective as of the Effective Date, the Employment Agreement shall be hereby amended as follows:

1.1 Section 2(b) of the Employment Agreement shall be amended and restated as follows:

“(b) Discretionary Bonus. The Employee shall be eligible to earn a discretionary annual bonus of up to 66.7% of the Employee’s then Base Salary, as it may be adjusted from time to time (the “Bonus”) based on specific performance objectives and success criteria established and approved by the Board’s compensation committee (the “Compensation Committee”), subject to change from time to time, in the Compensation Committee’s sole discretion. Such Bonus shall be paid annually, less applicable withholdings and deductions.”

1.2 Section 2 of the Employment Agreement shall be amended to include a subsection 2(c) as set forth below:

“(c) Equity Awards. Subject to approval by the Compensation Committee, the Employee is also eligible to participate in the Company’s long-term equity incentive program, designed to provide long-term incentives for certain employees of the Company and align their interests with the interests of the Company’s stockholders (the “LTI Awards”). The Employee will be eligible for LTI Awards in an amount and type to be determined by the Compensation Committee. 

The LTI Awards shall be granted under the terms of grant-specific agreements that are approved by the Board’s compensation committee from time to time, and in accordance with the Company’s 2022 Equity Incentive Plan (the “Equity Agreements). These Equity Agreements will provide for vesting schedules, performance metrics, and other material terms of each LTI Award as determined by the Compensation Committee. The Board and the Company reserve the right, at their discretion, to change the terms of future Equity Agreements and the equity granted thereunder, subject to the Company’s 2022 Equity Incentive Plan. The use of the LTI Awards, as part of the annual equity grant, is discretionary and may be substituted, at the discretion of the Compensation Committee, by other equity instruments in accordance with incentive compensation plans adopted by the Board from time to time. The actual LTI Awards payable to Employee for a fiscal year shall be determined in the sole and absolute discretion of the Board’s compensation committee, which, to the extent earned, shall be paid no later than two and a half months after the end of the fiscal year to which the applicable LTI Award relates to.”

2. Ratification. Except as specifically modified herein, all terms and conditions of the Employment Agreement are hereby ratified and remain in full force and effect.

3. Governing Law: Jurisdiction and Venue. This Amendment, for all purposes, shall be construed in accordance with the laws of the State of Ohio without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Amendment shall be brought only in a state or federal court located in the State of Ohio. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

4. Miscellaneous. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by an e-mail, which contains a copy of an executed signature page such as a portable document format (.pdf) file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such e-mail of an executed signature page such as a .pdf signature page were an original thereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

Exhibit 10.3

AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into as of February 1, 2024 (the “Effective Date”) by and between Michael J. Logozzo (the “Employee”) and reAlpha Tech Corp., a Delaware corporation (the “Company”).

WHEREAS, the Company and Employee have entered into that certain Employment Agreement, dated April 11, 2023 (the “Employment Agreement”) (capitalized terms used herein, and not otherwise defined, shall have the respective meanings ascribed to them in Employment Agreement); and

WHEREAS, the parties desire to amend the Employment Agreement as provided herein.

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

1. Amendments to Employment Agreement. Effective as of the Effective Date, the Employment Agreement shall be hereby amended as follows:

1.1 Section 1(a) of the Employment Agreement shall be amended and restated as follows:

“Title and Job Duties.

(a) Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ you (“Employee”) as the Chief Operating Officer and President of the Company (“COO and President”) reporting to the Chief Executive Officer of Tech Corp. (the “CEO”), if any, or if there is no CEO, the Board of Directors of the Company (the “Board”). In his capacity as COO and President, the Employee shall have the duties, authorities and responsibilities as set forth in the Company bylaws, or as designated from time to time by the CEO or the Board, as applicable.”

1.2 Section 2(b) of the Employment Agreement shall be amended and restated as follows:

“(b) Discretionary Bonus. The Employee shall be eligible to earn a discretionary annual bonus of up to 66.7% of the Employee’s then Base Salary, as it may be adjusted from time to time (the “Bonus”) based on specific performance objectives and success criteria established and approved by the Board’s compensation committee (the “Compensation Committee”), subject to change from time to time, in the Compensation Committee’s sole discretion. Such Bonus shall be paid annually, less applicable withholdings and deductions.”

1.3 Section 2 of the Employment Agreement shall be amended to include a subsection 2(c) as set forth below:

“(c) Equity Awards. Subject to approval by the Compensation Committee, the Employee is also eligible to participate in the Company’s long-term equity incentive program, designed to provide long-term incentives for certain employees of the Company and align their interests with the interests of the Company’s stockholders (the “LTI Awards”). The Employee will be eligible for LTI Awards in an amount and type to be determined by the Compensation Committee. 

The LTI Awards shall be granted under the terms of grant-specific agreements that are approved by the Board’s compensation committee from time to time, and in accordance with the Company’s 2022 Equity Incentive Plan (the “Equity Agreements). These Equity Agreements will provide for vesting schedules, performance metrics, and other material terms of each LTI Award as determined by the Compensation Committee. The Board and the Company reserve the right, at their discretion, to change the terms of future Equity Agreements and the equity granted thereunder, subject to the Company’s 2022 Equity Incentive Plan. The use of the LTI Awards, as part of the annual equity grant, is discretionary and may be substituted, at the discretion of the Compensation Committee, by other equity instruments in accordance with incentive compensation plans adopted by the Board from time to time. The actual LTI Awards payable to Employee for a fiscal year shall be determined in the sole and absolute discretion of the Board’s compensation committee, which, to the extent earned, shall be paid no later than two and a half months after the end of the fiscal year to which the applicable LTI Award relates to.”

2. Ratification. Except as specifically modified herein, all terms and conditions of the Employment Agreement are hereby ratified and remain in full force and effect.

3. Governing Law: Jurisdiction and Venue. This Amendment, for all purposes, shall be construed in accordance with the laws of the State of Ohio without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Amendment shall be brought only in a state or federal court located in the State of Ohio. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

4. Miscellaneous. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by an e-mail, which contains a copy of an executed signature page such as a portable document format (.pdf) file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such e-mail of an executed signature page such as a .pdf signature page were an original thereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

Exhibit 10.4

AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into as of February 1, 2024 (the “Effective Date”) by and between Jorge Aldecoa (the “Employee”) and reAlpha Tech Corp., a Delaware corporation (the “Company”).

WHEREAS, the Company and Employee have entered into that certain Employment Agreement, dated April 11, 2023 (the “Employment Agreement”) (capitalized terms used herein, and not otherwise defined, shall have the respective meanings ascribed to them in Employment Agreement); and

WHEREAS, the parties desire to amend the Employment Agreement as provided herein.

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

1. Amendments to Employment Agreement. Effective as of the Effective Date, the Employment Agreement shall be hereby amended as follows:

1.1 Section 1(a) of the Employment Agreement shall be amended and restated as follows:

“Title and Job Duties.

(a) Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ you (“Employee”) as the Chief Product Officer of the Company (“CPO”) reporting to the Chief Operating Officer of Tech Corp. (the “COO”), if any, or if there is no COO, the Board of Directors of the Company (the “Board”). In his capacity as CPO, the Employee shall have the duties, authorities and responsibilities as set forth in the Company bylaws, or as designated from time to time by the CEO, COO or the Board, as applicable.”

1.2 Section 2(b) of the Employment Agreement shall be amended and restated as follows:

“(b) Discretionary Bonus. The Employee shall be eligible to earn a discretionary annual bonus of up to 66.7% of the Employee’s then Base Salary, as it may be adjusted from time to time (the “Bonus”) based on specific performance objectives and success criteria established and approved by the Board’s compensation committee (the “Compensation Committee”), subject to change from time to time, in the Compensation Committee’s sole discretion. Such Bonus shall be paid annually, less applicable withholdings and deductions.”

1.3 Section 2 of the Employment Agreement shall be amended to include a subsection 2(c) as set forth below:

“(c) Equity Awards. Subject to approval by the Compensation Committee, the Employee is also eligible to participate in the Company’s long-term equity incentive program, designed to provide long-term incentives for certain employees of the Company and align their interests with the interests of the Company’s stockholders (the “LTI Awards”). The Employee will be eligible for LTI Awards in an amount and type to be determined by the Compensation Committee. 

The LTI Awards shall be granted under the terms of grant-specific agreements that are approved by the Board’s compensation committee from time to time, and in accordance with the Company’s 2022 Equity Incentive Plan (the “Equity Agreements). These Equity Agreements will provide for vesting schedules, performance metrics, and other material terms of each LTI Award as determined by the Compensation Committee. The Board and the Company reserve the right, at their discretion, to change the terms of future Equity Agreements and the equity granted thereunder, subject to the Company’s 2022 Equity Incentive Plan. The use of the LTI Awards, as part of the annual equity grant, is discretionary and may be substituted, at the discretion of the Compensation Committee, by other equity instruments in accordance with incentive compensation plans adopted by the Board from time to time. The actual LTI Awards payable to Employee for a fiscal year shall be determined in the sole and absolute discretion of the Board’s compensation committee, which, to the extent earned, shall be paid no later than two and a half months after the end of the fiscal year to which the applicable LTI Award relates to.”

2. Ratification. Except as specifically modified herein, all terms and conditions of the Employment Agreement are hereby ratified and remain in full force and effect.

3. Governing Law: Jurisdiction and Venue. This Amendment, for all purposes, shall be construed in accordance with the laws of the State of Ohio without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Amendment shall be brought only in a state or federal court located in the State of Ohio. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

4. Miscellaneous. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by an e-mail, which contains a copy of an executed signature page such as a portable document format (.pdf) file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such e-mail of an executed signature page such as a .pdf signature page were an original thereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

Exhibit 99.1

reAlpha Tech Corp. Announces Executive Appointments

Mike Logozzo Appointed as President and Chief Operating Officer;

Michael Frenz Appointed as Chief Financial Officer;

Jorge Aldecoa Appointed to New Role of Chief Product Officer

DUBLIN, Ohio. (February 1, 2024) – reAlpha Tech Corp. (“reAlpha” or the “Company”) (Nasdaq: AIRE), a real estate technology company focused on developing, utilizing and commercializing real estate-focused artificial intelligence (“AI”) to drive efficiency, sustainability and growth, today announced the following leadership changes: Mike Logozzo has been appointed as the Company’s President and Chief Operating Officer; Jorge Aldecoa has been appointed to the new role of Chief Product Officer; and Michael Frenz has been appointed as Chief Financial Officer. The appointments are effective immediately. Mr. Aldecoa and Mr. Frenz will report to Mr. Logozzo, who will report to Giri Devanur, the Company’s Chairman and Chief Executive Officer.

“These strategic hires bolster our C-suite and we believe it is a step forward towards continuing to enhance stockholder value through our AI-powered real estate tech solutions,” said Devanur. “We are confident their collective expertise will drive rapid commercialization and market leadership for reAlpha.”

As President and COO, Mr. Logozzo takes the helm, steering reAlpha through day-to-day operations, strategy, and compliance. Bringing over 25 years of experience in the financial services and operations industry, including more than 15 years at BMW, and a proven capital raising track record, Mr. Logozzo has been with reAlpha since the beginning and played a pivotal role in the company’s Nasdaq debut and beyond.

In his new role as Chief Product Officer, Mr. Aldecoa brings over 15 years of experience in the residential and commercial real estate industry. Tasked with commercializing reAlpha’s AI technologies, his real estate industry knowledge, and successful implementation of a property management platform to facilitate acquisition and management of newly-constructed single-family rental homes at previous positions, will be pivotal for product innovation and business growth. Mr. Aldecoa’s leadership will also guide the potential acquisition of future technologies, enriching reAlpha’s tech portfolio.

As CFO, Mr. Frenz brings extensive experience in financial reporting, capital markets, and mergers and acquisitions. Prior to joining reAlpha, he was the Chief Financial Officer of CA Ventures, a private global real estate investment management company, and before then, the Chief Financial Officer of Clipper Realty Inc. (NYSE: CLPR), a publicly traded real estate investment trust, and an investment banker for almost two decades at well-known investment banks.

Mr. Devanur added, “I have great confidence in this leadership team’s ability to drive reAlpha’s success in the real estate AI and digitization space: Jorge Aldecoa allows our team to implement focused strategies for our technology portfolio, Mike Logozzo has been with reAlpha since its inception and led our successful capital raising efforts and Nasdaq listing, and the substantial contributions of Michael Frenz to our Nasdaq listing and vast experience as a public company finance executive position him perfectly for a crucial role of continuously creating value for our stockholders.”

About reAlpha Tech Corp.

reAlpha Tech Corp. (Nasdaq: AIRE) is a real estate technology company with a mission to develop, utilize and commercialize real-estate focused artificial intelligence to drive efficiency, sustainability and growth. Founded with a focus on short-term rental properties, reAlpha’s strategy involves developing and buying technologies aimed at democratizing access to this asset class. In addition to providing individual investors with access to short-term rentals, reAlpha plans to make some of its technologies available for commercial use on a licensing fee basis, pay-per-use basis or other fee arrangements. For more information about reAlpha, visit www.realpha.com.

Forward-Looking Statements

The information in this press release includes “forward-looking statements”. Forward-looking statements include, among other things, statements about: reAlpha’s ability to anticipate the future needs of the short-term rental market; future trends in the real estate, technology and artificial intelligence industries, generally; and reAlpha’s future growth strategy and growth rate. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; reAlpha’s ability to commercialize its developing AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; the ability to maintain and strengthen reAlpha’s brand and reputation; the ability to accurately forecast demand for short-term rentals and AI-based real estate focused products; the ability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the ability of reAlpha’s customers to pay for reAlpha’s services; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha’s U.S. Securities and Exchange Commission (“SEC”) filings. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Media

ICR on behalf of reAlpha

media@realpha.com