UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • New York
The undersigned, Vocodia Holdings Corp, a company incorporated under the laws of the State of Wyoming (collectively, with its Subsidiaries as hereinafter defined, the “Company”), hereby confirms its agreement (this “Agreement”) with Alexander Capital, L.P., as the representative of the several underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services
This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • Arizona
This Securities Purchase Agreement (“Agreement”) is dated as of December 23, 2022 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (including its successors and assigns, an “Investor”).
VOCODIA HOLD$INGS CORP RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • Wyoming
Unless otherwise defined herein, the terms defined in the Vocodia Holdings Corp 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • Florida
This Employment Agreement, dated as of January 2, 2023 (this “Agreement”), is made and entered into by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and James Sposato (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.
APPENDIX E REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [Closing Date], 2023 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, “Investors”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
ContractVocodia Holdings Corp • May 15th, 2023 • Services-computer programming services • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.
Representative’s Warrant AgreementS Warrant Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • New York
THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Alexander Capital, L.P. (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), to Vocodia Holdings Corp, a Wyoming corporation (the “Company”), Holder is entitled, at any time or from time to time from [●], 2023, (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●] , 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 30,000 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any a
VOCODIA HOLDINGS CORP. A Wyoming Corporation SUBSCRIPTION AGREEMENT for Private Offering 2,500,000 Shares of Vocodia Holdings Corp Common Stock forSubscription Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • Florida
In connection with an equity offering to raise up to Five Million Dollars ($5,000,000) of cash (the “Offering”) by Vocodia Holdings Corp., a Wyoming corporation (the “Company”), which amount may be increased or decreased in the Company’s sole discretion, the undersigned hereby agrees as follows:
CONTRIBUTION AGREEMENTContribution Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • Wyoming
This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into and made effective as of August 1, 2022 (the “Effective Date” or “Contribution Date”), by and among: (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“VHC”); and (2) JAMES V. SPOSATO (“Contributor”), an individual and the sole stockholder of Click Fish Media, Inc., a Florida corporation (“CFM”). Each of the VHC and Contributor are hereinafter sometimes collectively referred to as “Parties” and individually as a “Party.”
Commercial LeaseCommercial Lease • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • Florida
THIS COMMERCIAL lease is made and entered into this day of May 2021 by and between Catexor Limited Partnership-I, (the “Lessor”), a Florida Limited Partnership, whose address is 2730 SW 3rd Avenue, Suite 800, Miami, Florida 33128-2237 and Vocodia Group, LLC (the “Lessee”), a Delaware Limited Liability Corporation (state of origin/type of entity), whose address, 900 Linton Boulevard, Suite 213B, Delray Beach, FL 33444.
CAPITAL MARKET ADVISORY AGREEMENTCapital Market • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • Florida
THIS AGREEMENT, dated as March 21, 2022, between Vocodia Holdings Corp. (the “Company”), having its principal place of business at 601 Congress Avenue, Suite 160, Boca Raton, Florida 33487 and Exchange Listing, LLC (“Consultant”), having its principal place of business at 515 E. Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301.
FORM OF WARRANTCommon Stock Purchase Warrant • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services
THIS COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received,__________or its assigns (“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 of the consummation the first Liquidity Event occurring after the Original Issue Date of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on fifth anniversary of the Initial Exercise Date (“Termination Date”) but not thereafter, to subscribe for and purchase from Vocodia Holdings Corp, a Wyoming corporation (“Company”), up to the Initial Warrant Number of Shares (as hereinafter defined) of Common Stock (as subject to adjustment hereunder, “Warrant Shares”). 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).
VOCODIA HOLDINGS CORP SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • Florida
This Series B Convertible Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of March __, 2023, by and among VOCODIA HOLDINGS CORP, a Wyoming corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the subscription form attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”). Each of the Company and a Purchaser is a “party” to this Agreement, and the Company and one or more of the Purchasers are the “parties” hereto.
BILL OF SALE AND ASSIGNMENTBill of Sale and Assignment • May 15th, 2023 • Vocodia Holdings Corp • Services-computer programming services • Wyoming
This Bill of Sale and Assignment (this “Assignment”) is made and entered into 1st day of August, 2022 (the “Effective Date”), by and between (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“Assignee”), on the one hand, and (2) each of JAMES SPOSATO and BRIAN PODOLAK (each individually, an “Assignor”, and, collectively, “Assignors”), each Assignor being an individual and an officer, director and/or significant shareholder of Assignee, on the other.
