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”):
PLAN OF CONVERSIONPlan of Conversion • January 10th, 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 January ___, 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.
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. 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.
