Clip Interactive, LLC UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation • New York
The undersigned, Clip Interactive, LLC, limited liability company formed under the laws of the State of Colorado (the “Company”), hereby confirms, for good and valuable consideration, the following terms and conditions of this Underwriting Agreement (the “Agreement”) entered into with Network 1 Financial Securities, Inc. (the “Representative”), acting as representative on behalf of the other underwriters, if any, named in Schedule 1 hereto (such other underwriters, if any, and Representative collectively referred to as the “Underwriters” or, each individually, an “Underwriter”):
PRE-FUNDED COMMON STOCK PURCHASE WARRANT auddia inc.Auddia Inc. • March 28th, 2023 • Services-computer processing & data preparation • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auddia Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a
COMMON STOCK PURCHASE WARRANT AUDDIA INC.Common Stock Purchase Warrant • February 5th, 2021 • Clip Interactive, LLC • Services-computer processing & data preparation • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auddia Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to r
AUDDIA INC. and vStock Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of ___, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • March 28th, 2023 • Auddia Inc. • Services-computer processing & data preparation • New York
WARRANT AGENCY AGREEMENT, dated as of ____, 2023 (“Agreement”), between Auddia Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT AUDDIA INC.Clip Interactive, LLC • February 5th, 2021 • Services-computer processing & data preparation • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____3 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auddia Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall be issued and pursuant to that certain Underwriting Agreement, dated as of ___, 2021 by and between the Company and Maxim Group LLC, as representative of the several Underwriters named in Schedule A thereto (the “Underwriting Agreement”).
COMMON STOCK PURCHASE WARRANT auddia inc.Common Stock Purchase • March 28th, 2023 • Auddia Inc. • Services-computer processing & data preparation • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auddia Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to
AUDDIA INC. and VSTOCK TRANSFER LLC, as Warrant Agent Warrant Agency Agreement Dated as of February 19, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 22nd, 2021 • Auddia Inc. • Services-computer processing & data preparation • New York
WARRANT AGENCY AGREEMENT, dated as of February 19, 2021 (“Agreement”), between Auddia Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2023 • Auddia Inc. • Services-computer processing & data preparation • New York
The undersigned, Auddia Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Auddia Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2021 • Clip Interactive, LLC • Services-computer processing & data preparation • New York
The undersigned, Auddia Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Auddia Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
AUDDIA INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • April 11th, 2022 • Auddia Inc. • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2023 • Auddia Inc. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is entered into effective as November 6, 2023 (the “Execution Date”), by and between Auddia, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
auddia Inc. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 22nd, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation • New York
This WARRANT AGENCY AGREEMENT (this “Agreement”) is made as of October __, 2020 (the “Issuance Date”), by and between Auddia Inc., a Delaware corporation, with offices at 5755 Central Avenue, Boulder, CO 80301 (the “Company”), and VStock Transfer Company, Inc., 18 Lafayette Place, Woodmere, NY 11598 (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2023 • Auddia Inc. • Services-computer processing & data preparation • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 27, 2023 (the “Effective Date”) by and between Auddia Inc. a Delaware corporation (the “Company”) and John Mahoney (“Executive”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 6th, 2023 • Auddia Inc. • Services-computer processing & data preparation • California
This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as November 6, 2023 (the “Execution Date”), by and between Auddia, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
3,991,818 SHARES OF COMMON STOCK AND 3,991,818 WARRANTS OF AUDDIA INC. UNDERWRITING AGREEMENTWarrant Agency Agreement • February 22nd, 2021 • Auddia Inc. • Services-computer processing & data preparation • New York
The undersigned, Auddia Inc., a company incorporated under the laws of Delaware (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement or affiliates of Auddia Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLAN OF CONVERSIONPlan of Conversion • December 14th, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation • Colorado
This Plan of Conversion (this “Plan of Conversion”) of Clip Interactive, LLC, a Colorado limited liability company (the “LLC”), is made and entered into effective as of December __, 2020, in accordance with the terms of the LLC’s Fourth Amended and Restated Limited Liability Company Operating Agreement, dated as of October 19, 2018, as amended (the “LLC Agreement”), the Colorado Limited Liability Company Act and the Delaware General Corporation Law. Capitalized terms used but not otherwise defined in this Plan of Conversion have the meanings ascribed to such terms in the LLC Agreement.
ContractClip Interactive, LLC • October 22nd, 2020 • Services-computer processing & data preparation • Colorado
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractAuddia Inc. • April 21st, 2023 • Services-computer processing & data preparation • Colorado
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2023 • Auddia Inc. • Services-computer processing & data preparation • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of November 10, 2023, between Auddia Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
Clip Interactive, LLC / Auddia Inc. UNDERWRITING AGREEMENTClip Interactive, LLC • October 22nd, 2020 • Services-computer processing & data preparation • New York
Network 1 Financial Securities, Inc. 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701 Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Clip Interactive, LLC, a Colorado limited liability company (''Employer''), and Michael T. Lawless ("Employee"), is effective as of February 6, 2012.
CLIP INTERACTIVE, LLC AMENDMENT NO. 4 TO THE FOURTH amended and restated LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 14th, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation
THIS AMENDMENT NO. 4 (this “Amendment”) TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Operating Agreement”), of CLIP INTERACTIVE, LLC (the “Company”), dated and effective as of December 4, 2020 (the “Effective Date”), by and among the Company, Jeffrey J. Thramann (the “Founder”) and each other person who becomes a member of the Company in accordance with the terms of the Agreement (collectively, the “Shareholders”). All capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings assigned to them in the Operating Agreement.
Form of Common Stock Warrant]Clip Interactive, LLC • January 28th, 2020 • Services-computer processing & data preparation • Colorado
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
LOCK-UP AGREEMENTLock-Up Agreement • March 28th, 2023 • Auddia Inc. • Services-computer processing & data preparation
ContractExecution Version • January 28th, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation • Colorado
This COLLATERAL AND SECURITY AGREEMENT (the "Agreement") is entered into as of April 13, 2018 (the "Effective Date"), by and between Richard Michael Minicozzi and Janina Y. Minicozzi (together, "Minicozzi"), and Clip Interactive, LLC, a Colorado limited liability company (the ''Company").
PLAN OF CONVERSIONPlan of Conversion • February 22nd, 2021 • Auddia Inc. • Services-computer processing & data preparation • Colorado
This Plan of Conversion (this “Plan of Conversion”) of Clip Interactive, LLC, a Colorado limited liability company (the “LLC”), is made and entered into effective as of February 16, 2021, in accordance with the terms of the LLC’s Fourth Amended and Restated Limited Liability Company Operating Agreement, dated as of October 19, 2018, as amended (the “LLC Agreement”), the Colorado Limited Liability Company Act and the Delaware General Corporation Law. Capitalized terms used but not otherwise defined in this Plan of Conversion have the meanings ascribed to such terms in the LLC Agreement.
PURCHASE AGREEMENTPurchase Agreement • February 2nd, 2024 • Auddia Inc. • Services-computer processing & data preparation • Delaware
This Purchase Agreement is made and entered into as of January 26, 2024 by and among (i) M/s APPSMARTZ, a Partnership Firm constituted under Indian Partnership Act of 1912 and organized under the laws of India (“AppSmartz”), (ii) M/s RADIOFM, a Partnership Firm constituted under Indian Partnership Act of 1912 and organized under the laws of India (“RadioFM”, together with AppSmartz, each a “Seller” and collectively the “Sellers”), (iii) Auddia Inc., a Delaware corporation (the “Buyer”) and (iv) solely for purposes of Article VIII, Atul Sachdeva and Satish Kumar Arora (each, a “Seller Partner” and collectively the “Seller Partners”). Sellers, the Buyer and the Seller Parties are each referred to herein in as a “Party” and, collectively, as the “Parties.”
CLIP INTERACTIVE, LLC AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATEDLimited Liability Company Agreement • January 10th, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation
THIS AMENDMENT NO. 1 (this “Amendment”) TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Operating Agreement”), of CLIP INTERACTIVE, LLC (the “Company”), dated and effective as of March 22, 2019 (the “Effective Date”), by and among the Company, Jeffrey J. Thramann (the “Founder”) and each other person who becomes a member of the Company in accordance with the terms of the Agreement (collectively, the “Shareholders”). All capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings assigned to them in the Operating Agreement.
CLIP INTERACTIVE, LLCLimited Liability Company Agreement • January 10th, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation
THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), of CLIP INTERACTIVE, LLC (the “Company”), dated and effective as of October 19, 2018 (the “Effective Date”), by and among the Company, Jeffrey J. Thramann (the “Founder”) and each other person who becomes a member of the Company in accordance with the terms of this Agreement (collectively, the “Shareholders”). Any reference in this Agreement to a Shareholder shall include such Shareholder’s successors to the extent such successors have become Additional Shareholders in accordance with the provisions of this Agreement.
AMENDMENT AND WAIVER RELATING TO SENIOR SECURED BRIDGE NOTESSenior Secured Bridge Notes • April 15th, 2024 • Auddia Inc. • Services-computer processing & data preparation
This Amendment and Waiver (this “Waiver”), dated as of April 9, 2024, is entered into by and among Auddia Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Holder”). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Notes (as defined below).
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • March 31st, 2021 • Auddia Inc. • Services-computer processing & data preparation • Colorado
EQUITY SUBSCRIPTION AGREEMENTEquity Subscription Agreement • October 22nd, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation • Colorado
This Equity Subscription Agreement (this “Agreement”) is made by and between the undersigned investor (the “Investor”) and Clip Interactive, LLC, a Colorado limited liability company (“Clip” or the “Company”).
CLIP INTERACTIVE, LLC AMENDMENT NO. 3 TO THE FOURTH amended and restated LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 14th, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation
THIS AMENDMENT NO. 3 (this “Amendment”) TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Operating Agreement”), of CLIP INTERACTIVE, LLC (the “Company”), dated and effective as of November 1, 2020 (the “Effective Date”), by and among the Company, Jeffrey J. Thramann (the “Founder”) and each other person who becomes a member of the Company in accordance with the terms of the Agreement (collectively, the “Shareholders”). All capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings assigned to them in the Operating Agreement.
ContractAuddia Inc. • April 21st, 2023 • Services-computer processing & data preparation • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LICENSE AND SERVICES AGREEMENTLicense and Services Agreement • January 28th, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation • Delaware
This License and Services Agreement (this “Agreement”), is made and entered into as of this 1st day of March, 2019 (the “Effective Date”), by and between Clip Interactive, LLC, a Colorado limited liability company, (“Clip”) and XXXXX.
