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
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”).
PLAN OF CONVERSIONPlan of Conversion • October 22nd, 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 October __, 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.
ContractBridge Promissory Note • October 22nd, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation • Colorado
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EQUITY SUBSCRIPTION AGREEMENTEquity Subscription Agreement • October 22nd, 2020 • Clip Interactive, LLC • Services-computer processing & data preparation • Colorado
This Equity Subscription Agreement (this “Agreement”) is made by and between the undersigned investor (the “Investor”) and Clip Interactive, LLC, a Colorado limited liability company (“Clip” or the “Company”).
