COMMON STOCK PURCHASE WARRANT auddia inc.Common Stock Purchase Warrant • March 28th, 2023 • Auddia Inc. • Services-computer processing & data preparation • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________[1] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auddia Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to
PRE-FUNDED COMMON STOCK PURCHASE WARRANT auddia inc.Pre-Funded Common Stock Purchase Warrant • March 28th, 2023 • Auddia Inc. • Services-computer processing & data preparation • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auddia Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a
AUDDIA INC. and vStock Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of ___, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • March 28th, 2023 • Auddia Inc. • Services-computer processing & data preparation • New York
WARRANT AGENCY AGREEMENT, dated as of ____, 2023 (“Agreement”), between Auddia Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2023 • Auddia Inc. • Services-computer processing & data preparation • New York
The undersigned, Auddia Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries 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 Ladenburg Thalmann & Co. Inc. 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.
LOCK-UP AGREEMENTLock-Up Agreement • March 28th, 2023 • Auddia Inc. • Services-computer processing & data preparation
