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 • January 31st, 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 • January 31st, 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 • January 31st, 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”).
APPENDIX E REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2023 • Vocodia Holdings Corp • Services-computer programming services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2022 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (“Investor”). 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.
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • January 31st, 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 [●] shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any acti
VOCODIA HOLD$INGS CORP RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 31st, 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”).
VOCODIA HOLDINGS CORP. A Wyoming Corporation SUBSCRIPTION AGREEMENT for Private Offering 2,500,000 Shares of Vocodia Holdings Corp Common Stock forSubscription Agreement • January 31st, 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 • January 31st, 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 • January 31st, 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 31st, 2023 • Vocodia Holdings Corp • Services-computer programming services • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 1, 2022 (the "Effective Date"), between Vocodia Holdings Corp., a Wyoming corporation, whose principal place of business is 6401 Congress Avenue, Suite 160, Boca Raton, FL 33487 (the "Company") and Mark Terrill, an individual whose mailing address is 2339 Treasure Island Dr. Palm Beach Gardens, Florida 33410 (the "Executive").
BILL OF SALE AND ASSIGNMENTBill of Sale and Assignment • January 31st, 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.
