AUDDIA INC. and VSTOCK TRANSFER LLC, as Warrant Agent Warrant Agency Agreement Dated as of February 19, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 22nd, 2021 • Auddia Inc. • Services-computer processing & data preparation • New York
WARRANT AGENCY AGREEMENT, dated as of February 19, 2021 (“Agreement”), between Auddia Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
3,991,818 SHARES OF COMMON STOCK AND 3,991,818 WARRANTS OF AUDDIA INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • Auddia Inc. • Services-computer processing & data preparation • New York
The undersigned, Auddia Inc., a company incorporated under the laws of Delaware (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement or affiliates of Auddia Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLAN OF CONVERSIONPlan of Conversion • February 22nd, 2021 • Auddia Inc. • 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 February 16, 2021, 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.
