Exhibit 10.15


 


CHANGE IN TERMS AGREEMENT


 


	Principal	Loan Date	Maturity	Loan No	Call /Coll	Account	Officer	Initials
	$2,000,000.00	04-10-2018	07-10-2021	XXXXXXXXXX	XXXXXX	XXXXXXXXXX	XXXXX	 
	References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. 

Any item above containing “***" has been omitted due to text length limitations.


 


	Borrower:	AUDDIA INC. (fka CLIP INTERACTIVE, LLC)	Lender:	BANK OF THE WEST
	 	5755 CENTRAL AVE, UNIT C	 	SME BBC South Denver #21191
	 	BOULDER, CO 80301	 	9335 East County Line Road
	 	 	 	Centennial, CO 80112



 



 


	Principal
Amount: $2,000,000.00	Date of Agreement: March 5, 2021




 


DESCRIPTION OF EXISTING INDEBTEDNESS.


 


Promissory Note dated April 10, 2018 in the original
principal amount of $6,000,000.00.


 


DESCRIPTION OF COLLATERAL.


 


an Assignment of Deposit Account dated March 5, 2021.


 


DESCRIPTION OF CHANGE IN TERMS.


 


1. The heading captioned "PROMISE
TO PAY" has been modified as follows:


 


PROMISE TO PAY. AUDDIA
INC. ("Borrower") promises to pay to BANK OF THE WEST ("Lender"), or order, in lawful money of the United States
of America, the principal amount of Two Million & 00/100 Dollars ($2,000,000.00) or so much as may be outstanding, together
with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance
until repayment of each advance.


My Credit Limit has been decreased by $4,000,000.00.


 


2. COLLATERAL. The collateral
provision is modified as follows:


 


New Collateral Added. The following separate
security instruments prepared together with this Change in Terms have been added as security:


 


Assignment of Deposit Account (1) dated March 5,
2021.


 


Released Collateral. The following described
Collateral has been released as security:


 


Assignment of Deposit Accounts (3) dated April 10,
2018.


 


3. Conditions
Precedent. As a condition precedent to the effectiveness of this Change In Terms Agreement, Borrower agrees to pay Lender
a principal pay down of $4,000,000.00 at closing of this agreement.


 


CONTINUING VALIDITY.
Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements
evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does
not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in
terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as
liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly
released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement.
If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge
that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes
and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension,
modification or release, but also to all such subsequent actions.


 


PRIOR TO SIGNING THIS
AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.


 


BORROWER:


 


AUDDIA INC. (FKA CLIP INTERACTIVE, LLC)


 


	By: 	/s/ Jeffrey Thramann	 	By: 	 /s/ Michael Lawless
	 	JEFFREY THRAMANN, Executive Chairman of AUDDIA INC. (fka CLIP INTERACTIVE, LLC) 	 	 	MICHAEL LAWLESS, President/CEO/Secretary of
AUDDIA INC. (fka CLIP INTERACTIVE, LLC)











    	 		 



     


    

 


ASSIGNMENT OF DEPOSIT ACCOUNT


 





	Principal	Loan Date	Maturity	Loan No	Call /Coll	Account	Officer	Initials
	$2,000,000.00	04-10-2018	07-10-2021	XXXXXXXXXX	XXXXXX	XXXXXXXXXX	XXXXX	 
	References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. 

Any item above containing ""'" has been omitted due to text length limitations.


 


	Grantor:	AUDDIA INC. (fka CLIP INTERACTIVE,
LLC)	Lender:	BANK OF THE WEST
	 	5755 CENTRAL AVE, UNIT C	 	SME BBC South Denver #21191
	 	BOULDER, CO 80301	 	9335 East County Line
Road
	 	 	 	Centennial, CO 80112



 





 


THIS
ASSIGNMENT OF DEPOSIT ACCOUNT dated March 5, 2021, is made and executed between AUDDIA INC. (fka CLIP INTERACTIVE, LLC) ("Grantor")
and BANK OF THE WEST ("Lender").


 


ASSIGNMENT. For valuable
consideration, Grantor assigns and grants to Lender a security interest in the Collateral, including without limitation the deposit
account(s) described below, to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with
respect to the Collateral, in addition to all other rights which Lender may have by law.


 


COLLATERAL DESCRIPTION.
The word "Collateral" means the following described deposit account(s) ("Account"):


 


Savings Account
Number XXXXXXXXX with Lender with an approximate balance of $2,000,000.00


 


together with (A) all interest,
whether now accrued or hereafter accruing; (B) all additional deposits hereafter made to the Account; (C) any and all proceeds
from the Account; and (D) all renewals, replacements and substitutions for any of the foregoing.


 


RIGHT OF SETOFF. To
the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited
by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness
against any and all such accounts.


 


GRANTOR'S REPRESENTATIONS
AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to Lender that:


 


Ownership. Grantor
is the lawful owner of the Collateral free and clear of all loans, liens, encumbrances, and claims except as disclosed to and accepted
by Lender in writing.


 


Right to Grant Security
Interest. Grantor has the full right, power, and authority to enter into this Agreement and to assign the Collateral to Lender.


 


No Prior Assignment. Grantor has not previously
granted a security interest in the Collateral to any other creditor.


 


No Further Transfer.
Grantor shall not sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Collateral except as provided
in this Agreement.


 


No Defaults. There
are no defaults relating to the Collateral, and there are no offsets or counterclaims to the same. Grantor will strictly and promptly
do everything required of Grantor under the terms, conditions, promises, and agreements contained in or relating to the Collateral.


 


Proceeds. Any and
all replacement or renewal certificates, instruments, or other benefits or proceeds related to the Collateral that are received
by Grantor shall be held by Grantor in trust for Lender and immediately shall be delivered by Grantor to Lender to be held as part
of the Collateral.


 


 


 






    	 		 



     


    

 





ASSIGNMENT OF DEPOSIT ACCOUNT


	Loan No: XXXXXXXXXX	(Continued)	Page 2










 






 


Validity; Binding Effect.
This Agreement is binding upon Grantor and Grantor's successors and assigns and is legally enforceable in accordance with its
terms.


 


Financing Statements.
Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender's
security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender's security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other
fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably
appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement
as a financing statement.


 


LENDER'S RIGHTS AND OBLIGATIONS
WITH RESPECT TO THE COLLATERAL. While this Agreement is in effect, Lender may retain the rights to possession of the Collateral,
together with any and all evidence of the Collateral, such as certificates or passbooks. This Agreement will remain in effect until
(a) there no longer is any Indebtedness owing to Lender; (b) all other obligations secured by this Agreement have been fulfilled;
and (c) Grantor, in writing, has requested from Lender a release of this Agreement.


 


LENDER'S EXPENDITURES.
If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails
to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge
or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's
behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging
or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and
paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of
repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on
demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become
due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as
a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts.
Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event
of Default.


 


LIMITATIONS ON OBLIGATIONS
OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of any certificate or passbook
for the Collateral but shall have no other obligation to protect the Collateral or its value. In particular, but without limitation,
Lender shall have no responsibility (A) for the collection or protection of any income on the Collateral; (B) for the preservation
of rights against issuers of the Collateral or against third persons; (C) for ascertaining any maturities, conversions, exchanges,
offers, tenders, or similar matters relating to the Collateral; nor (D) for informing the Grantor about any of the above, whether
or not Lender has or is deemed to have knowledge of such matters.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement: 


 


Payment Default. Grantor fails to
make any payment when due under the Indebtedness.


 


Other Defaults. Grantor
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the
Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Grantor.


 


Default in Favor of Third
Parties. Any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement,
or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor's or Grantor's
property or ability to perform their respective obligations under this Agreement or any of the Related Documents.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Agreement or the
Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.


 


 


 


 






    	 		 



     


    

 





ASSIGNMENT OF DEPOSIT ACCOUNT


	Loan No: XXXXXXXXXX	(Continued)	Page 3










 






 



Defective Collateralization.
This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document
to create a valid and perfected security interest or lien) at any time and for any reason.


 


Insolvency. The dissolution
or termination of Grantor's existence as a going business, the insolvency of Grantor, the appointment of a receiver for any part
of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Grantor.


 


Creditor or Forfeiture
Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness.
This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default
shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis
of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and
deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its
sole discretion, as being an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent
or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Adverse Change. A
material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the
Indebtedness is impaired.


 


Insecurity. Lender in good faith believes
itself insecure.


 


RIGHTS AND REMEDIES ON
DEFAULT. Upon the occurrence of an Event of Default, or at any time thereafter, Lender may exercise any one or more of the
following rights and remedies, in addition to any rights or remedies that may be available at law, in equity, or otherwise:


 


Accelerate Indebtedness.
Lender may declare all Indebtedness of Grantor to Lender immediately due and payable, without notice of any kind to Grantor.


 


Application of Account
Proceeds. Lender may take directly all funds in the Account and apply them to the Indebtedness. If the Account is subject to
an early withdrawal penalty, that penalty shall be deducted from the Account before its application to the Indebtedness, whether
the Account is with Lender or some other institution. Any excess funds remaining after application of the Account proceeds to the
Indebtedness will be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to
pay any deficiency after application of the proceeds of the Account to the Indebtedness. Lender also shall have all the rights
of a secured party under the Delaware Uniform Commercial Code, even if the Account is not otherwise subject to such Code concerning
security interests, and the parties to this Agreement agree that the provisions of the Code giving rights to a secured party shall
nonetheless be a part of this Agreement.


 


Transfer Title. Lender
may effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender
as Grantor's attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if
more than one) as shall be necessary or reasonable.


 


Other Rights and Remedies.
Lender shall have and may exercise any or all of the rights and remedies of a secured creditor under the provisions of the
Delaware Uniform Commercial Code, at law, in equity, or otherwise.


 


Deficiency Judgment.
If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender
after application of all amounts received from the exercise of the rights provided in this section.


 


 


 


 






    	 		 



     


    

 





ASSIGNMENT OF DEPOSIT ACCOUNT


	Loan No: XXXXXXXXXX	(Continued)	Page 4










 






 



Election of Remedies.
Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement or
by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy
shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation
of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise
its remedies.


 


Cumulative Remedies.
All of Lender's rights and remedies, whether evidenced by this Agreement or by any other writing, shall be cumulative and may
be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,
and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's
failure to perform, shall not affect Lender's right to declare a default and to exercise its remedies.


 


ADDITIONAL PROVISIONS.
The following provisions are made a part of this Agreement. To the extent of any conflict between the following provisions
and any other provision in this Agreement, the following provisions shall control.


 


1. The
Section headed RIGHT OF SETOFF is deleted in its entirety and replaced with the following: "To the extent permitted
by applicable law, Lender reserves a right of setoff in the Account."


 


2. The
subsection headed Financing Statements under the section headed MISCELLANEOUS PROVISIONS is revised to provide that
any filing fees, title transfer fees, and other fees and costs shall be paid by Borrower.


 


3. Subsection
(c) of the section headed LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL is revised by inserting the word
"and" immediately prior to the "(b)" and deleting subsection (c) in its entirety.


 


4. The
section headed LIMITATIONS ON OBLIGATIONS OF LENDER is revised by inserting the clause, "unless otherwise agreed in writing
or as provided pursuant to applicable law," in front of the word "Lender" in the 3rd line.


 


5.
The subsection headed Attorneys' Fees; Expenses under the section headed MISCELLANEOUS PROVISIONS is revised by
deleting the word "Grantor" each place it appears and inserting in its place the term "Borrower".


 


MISCELLANEOUS PROVISIONS. The following miscellaneous
provisions are a part of this Agreement:


 


Amendments. This
Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed
by the party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys' Fees; Expenses.
Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's
legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce
this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable
attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. Lender may also recover from Grantor all court, alternative dispute resolution or other collection costs (including,
without limitation, fees and charges of collection agencies) actually incurred by Lender.


 


Caption Headings. Caption
headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this
Agreement.


 


 


 


 






    	 		 



     


    

 





ASSIGNMENT OF DEPOSIT ACCOUNT


	Loan No: XXXXXXXXXX	(Continued)	Page 5










 






 



Governing Law. With respect
to procedural matters related to the perfection and enforcement of Lender's rights against the Collateral, this Agreement will
be governed by federal law applicable to Lender and to the extent not preempted by federal law, the laws of the State of Delaware.
In all other respects, this Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by
federal law, the laws of the State of Colorado without regard to its conflicts of law provisions. However, if there ever is a question
about whether any provision of this Agreement is valid or enforceable, the provision that is questioned will be governed by whichever
state or federal law would find the provision to be valid and enforceable. The loan transaction that is evidenced by the Note and
this Agreement has been applied for, considered, approved and made, and all necessary loan documents have been accepted by Lender
in the State of Colorado.


 


Choice of Venue. If
there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Arapahoe County, State
of Colorado.


 


No Waiver by Lender.
Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed
by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course
of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as
to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases
such consent may be granted or withheld in the sole discretion of Lender.


 


Notices. Any notice
required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually
received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or,
if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to
the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by
giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address.
For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided
or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to
all Grantors.


 


Power of Attorney. Grantor
hereby appoints Lender as its true and lawful attorney-in-fact, irrevocably, with full power of substitution to do the following:
(1) to demand, collect, receive, receipt for, sue and recover all sums of money or other property which may now or hereafter become
due, owing or payable from the Collateral; (2) to execute, sign and endorse any and all claims, instruments, receipts, checks,
drafts or warrants issued in payment for the Collateral; (3) to settle or compromise any and all claims arising under the Collateral,
and in the place and stead of Grantor, to execute and deliver its release and settlement for the claim; and (4) to file any claim
or claims or to take any action or institute or take part in any proceedings, either in its own name or in the name of Grantor,
or otherwise, which in the discretion of Lender may seem to be necessary or advisable. This power is given as security for the
Indebtedness, and the authority hereby conferred is and shall be irrevocable and shall remain in full force and effect until renounced
by Lender.


 


Severability. If
a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision
cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity,
or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision
of this Agreement.


 


Successors and Assigns.
Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be binding upon
and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person
other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and
the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability
under the Indebtedness.


 


 


 


 






    	 		 



     


    

 





ASSIGNMENT OF DEPOSIT ACCOUNT


	Loan No: XXXXXXXXXX	(Continued)	Page 6










 






 



Survival of Representations
and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution
and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's
Indebtedness shall be paid in full.


 


Time is of the Essence. Time is of the essence
in the performance of this Agreement.


 


Waive Jury. All parties
to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against
any other party.


 


DEFINITIONS. The following
capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary,
all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the
singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:


 


Account. The word "Account" means
the deposit account(s) described in the "Collateral Description" section.


 


Agreement. The word
"Agreement" means this Assignment of Deposit Account, as this Assignment of Deposit Account may be amended or
modified from time to time, together with all exhibits and schedules attached to this Assignment of Deposit Account from time
to time.


 


Borrower. The word
"Borrower" means AUDDIA INC. (fka CLIP INTERACTIVE, LLC) and includes all co-signers and co-makers signing the Note and
all their successors and assigns.


 


Collateral. The word
"Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral
Description section of this Agreement.


 


Event of Default. The
words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this
Agreement.


 


Grantor. The word "Grantor"
means AUDDIA INC. (fka CLIP INTERACTIVE, LLC).


 


Guarantor. The word "Guarantor"
means any guarantor, surety, or accommodation party of any or all of the Indebtedness.


 


Guaranty. The word
"Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the
Note.


 


Indebtedness. The
word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any
of the Related Documents.


 


Lender. The word "Lender"
means BANK 0F THE WEST, its successors and assigns.


 


Note. The word "Note"
means the Note dated April 10, 2018 and executed by CLIP INTERACTIVE, LLC in the principal amount of $6,000,000.00, together with
all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit
agreement.


 


Property. The word
"Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral
Description" section of this Agreement.


 


 


 


 






    	 		 



     


    

 





ASSIGNMENT OF DEPOSIT ACCOUNT


	Loan No: XXXXXXXXXX	(Continued)	Page 7










 






 


Related Documents. The
words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Indebtedness.


 


GRANTOR HAS READ AND UNDERSTOOD
ALL THE PROVISIONS OF THIS ASSIGNMENT OF DEPOSIT ACCOUNT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 5, 2021.


 


THIS AGREEMENT IS DELIVERED
UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING
TO LAW.


 


GRANTOR:


 


AUDDIA INC. (FKA CLIP INTERACTIVE,
LLC)


 


 





	By:	/s/ Jeffrey Thramann	(Seal)	By:	 /s/ Michael Lawless	(Seal)
	 	
        JEFFREY THRAMANN, Executive Chairman
of AUDDIA INC. (fka CLIP INTERACTIVE, LLC)
	 	 	MICHAEL LAWLESS, President/CEO/Secretary of AUDDIA INC. (fka CLIP INTERACTIVE, LLC)	 
	 	 	 	 	 	 
	LENDER:	 	 	 	 
	 	 	 	 	 	 
	BANK OF THE WEST	 	 	 	 
	 	 	 	 	 	 



 


	 	X	 	 	 	 	 
	 	 	Authorized
Officer