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 • April 24th, 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:
EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 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 Brian Podolak (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.
ContractWarrant Agreement • April 24th, 2023 • Vocodia Holdings Corp • 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 AgreementRepresentative’s Warrant Agreement • April 24th, 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 • April 24th, 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 • April 24th, 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 • April 24th, 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 Advisory Agreement • April 24th, 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 24th, 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").
VOCODIA HOLDINGS CORP SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries B Convertible Preferred Stock Purchase Agreement • April 24th, 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.
