Clip Interactive, LLC Sample Contracts
COMMON STOCK PURCHASE WARRANT auddia inc.Common Stock Purchase Warrant • 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
Clip Interactive, LLC / Auddia Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2020 • Clip Interactive, LLC • 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
PRE-FUNDED COMMON STOCK PURCHASE WARRANT auddia inc.Pre-Funded Common Stock Purchase Warrant • March 28th, 2023 • Auddia Inc. • 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
REPRESENTATIVE 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 _____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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2024 • Auddia Inc. • Services-computer processing & data preparation • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 23, 2024, is by and among Auddia Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2024 • Auddia Inc. • Services-computer processing & data preparation
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 23, 2024, is by and among Auddia Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
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”).
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.
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”).
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”).
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.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 25th, 2024 • Auddia Inc. • Services-computer processing & data preparation • California
This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as November 25, 2024 (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”).
At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • September 13th, 2024 • Auddia Inc. • Services-computer processing & data preparation • New York
Auddia Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2023 • Auddia Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June__, 2023, between Auddia Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
3,991,818 SHARES OF COMMON STOCK AND 3,991,818 WARRANTS OF AUDDIA INC. UNDERWRITING AGREEMENTUnderwriting 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.
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 27th, 2026 • Auddia Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2026, between Auddia Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT Auddia INC.Common Stock Purchase Warrant • April 3rd, 2026 • 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on earlier of (i) five (5) year anniversary following the Initial Exercise Date and (ii) the consummation of the transactions contemplated by the Merger Agreement, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (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 the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2026 • Auddia Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April [ ], 2026, between Auddia Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2024 • Auddia Inc. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is entered into effective as November 25, 2024 (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”).
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2025 • Auddia Inc. • Services-computer processing & data preparation
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June [__], 2025, is by and among Auddia Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2025 • Auddia Inc. • Services-computer processing & data preparation • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2025, is by and among Auddia Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AUDDIA INC.Pre-Funded Common Stock Purchase Warrant • April 27th, 2026 • Auddia Inc. • 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), 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 the Company’s 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).
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”).
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.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AUDDIA INC.Pre-Funded Common Stock Purchase Warrant • April 3rd, 2026 • Auddia Inc. • 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), 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 the Company’s 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).
ContractWarrant Agreement • April 21st, 2023 • Auddia Inc. • 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.
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.
COMMON STOCK PURCHASE WARRANT Auddia INC.Common Stock Purchase Warrant • April 27th, 2026 • 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on earlier of (i) five (5) year anniversary following the Initial Exercise Date and (ii) the consummation of the transactions contemplated by the Merger Agreement, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (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 the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined
Auddia Inc. Common Stock (par value $0.001 per share) At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • August 22nd, 2025 • Auddia Inc. • Services-computer processing & data preparation • New York
This At-The-Market Issuance Sales Agreement replaces the agreement by the same name between the parties dated September 13, 2024.
EXCHANGE AGREEMENTExchange Agreement • August 8th, 2025 • Auddia Inc. • Services-computer processing & data preparation
This Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Auddia Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY XXXXX, HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AND...License and Services Agreement • August 23rd, 2024 • Auddia Inc. • 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.
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.