Exhibit 10.4


 





COMMON STOCK PURCHASE AGREEMENT


 


This Common Stock Purchase
Agreement (this “Agreement”) is entered into effective as November 14, 2022 (the “Execution Date”),
by and between Auddia Inc., a Delaware corporation (the “Company”), and White Lion Capital LLC, a Nevada limited liability
company (the “Investor”).


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided
herein, and the Company shall issue and sell up to Ten Million Dollars ($10,000,000) of the Company’s Common Stock (as defined below);


 



WHEREAS, such sales of Common Stock by the Company to the Investor will be made pursuant to a registration statement effective under
the Securities Act (as defined below); and


 


WHEREAS, in consideration
for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Shares (as defined
below), pursuant to and in accordance with Section 6.4 herein;


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


ARTICLE I

CERTAIN DEFINITIONS


 


Section 1.1. DEFINED TERMS.
As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Average Daily Trading
Volume” shall mean the median daily trading volume of the Company’s Common Stock over the most recent five (5) Business
Days immediately preceding the date of delivery of a Purchase Notice (Exhibit A).


 


“Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Base Registration
Statement” shall have the meaning specified in Section 4.15.


 


“Beneficial Ownership
Limitation” shall have the meaning specified in Section 7.2(g).


 


“Business Day”
shall mean a day on which the Principal Market shall be open for business.


 


“Claim Notice”
shall have the meaning specified in Section 9.3(a).


 


“Clearing Costs”
shall mean $1,000 to cover the Investor’s broker and Transfer Agent costs with respect to each deposit of Common Stock.


 


“Closing”
shall mean the closing of a purchase and sale of shares of Common Stock pursuant to Section 2.1.


 


“Closing Date”
shall have the meaning specified in Section 2.2(b).


 


“Commitment Amount”
shall mean Ten Million Dollars ($10,000,000).


 


“Commitment Period”
shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased
a number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii) December 31, 2023.


 


“Commitment Shares”
shall have the meaning set forth in Section 6.4.


 


“Common Stock”
shall mean the Company’s common stock, $0.001 par value per share, and any shares of any other class of common stock whether now
or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation
of the Company).


 


 


 






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“Common Stock Equivalents”
means any securities of the Company entitling the holder thereof to acquire at any time Common Stock, including, without limitation, any
debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Current Report”
has the meaning set forth in Section 6.2.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements
and costs and expenses of expert witnesses and investigation).


 


“Designated Brokerage
Account” shall mean the brokerage account provided by the Investor for the delivery of the applicable Securities.


 


“Disclosure Schedules”
means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Discount Percentage”
means ninety-seven percent (97%).


 


“Document Preparation
Fee” shall be $5,000 payable by the Company to the Investor deducted from the Investment Amount of the first Purchase Notice.


 


“DTC” shall
mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST Program”
shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC Eligible”
shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including,
without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Securities are otherwise eligible
for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Securities, as applicable,
via DWAC.


 


“DWAC Shares”
means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on
resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under
the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Cap”
shall have the meaning set forth in Section 7.1(d).


 


“Execution Date”
shall have the meaning set forth in the first paragraph of this Agreement.


 


“Floor Price”
shall mean $0.25.


 


 


 






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“Indemnified Party”
shall have the meaning specified in Section 9.1.


 


“Indemnifying Party”
shall have the meaning specified in Section 9.1.


 


“Indemnity Notice”
shall have the meaning specified in Section 9.3(b).


 


“Investment Amount”
shall mean the Purchase Notice Amount less Clearing Costs.


 


“Investment Limit”
shall mean $500,000, subject to increase at the sole discretion of the Investor.


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material Adverse
Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company that is material
and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with
the ability of the Company to enter into and perform its obligations under any Transaction Document.


 


“Minimum Price”
shall have the meaning specified in Section 7.1(d).


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“PEA Period”
shall mean the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Business Day immediately prior to the filing of
any post-effective amendment to the Registration Statement or any new registration statement, or any annual and quarterly report, and
ending at 9:30 a.m., New York City time, on the Business Day immediately following (i) the effective date of such post-effective amendment
of the Registration Statement or such new registration statement, or (ii) the date of filing of such annual and quarterly report, as applicable.


 


“Principal Market”
shall mean any of the national exchanges (i.e. NYSE, AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX, OTCQB, OTC Pink, the OTC
Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal trading platform or market
for the Common Stock.


 


“Purchase Amount”
means a dollar amount equal to the closing price of the Common Stock on the Business Day before the date of delivery of a Purchase Notice
(Exhibit A) multiplied by the applicable number of shares listed in the applicable Purchase Notice.


 


“Purchase Notice”
shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to the Investor setting forth the Purchase
Notice Shares which the Company requires the Investor to purchase pursuant to the terms of this Agreement.


 


“Purchase Notice
Amount” shall mean the applicable Purchase Notice Shares referenced in the Purchase Notice multiplied by the Purchase Price.


 


“Purchase Notice
Date” shall have the meaning specified in Section 2.2(a).


 


“Purchase Notice
Limit” shall mean for any Purchase Notice the Investor’s committed obligation under each Purchase Notice shall not exceed
the Investment Limit; the maximum amount of Purchase Notice Shares the Company may require the Investor to purchase per each Purchase
Notice shall be the lesser of: (i) 30% of the Average Daily Trading Volume or (ii) the Investment Limit divided by the highest closing
price of the Common Stock over the most recent five (5) Business Days immediately preceding receipt of Exhibit A. Notwithstanding the
forgoing, the Investor may waive the Purchase Notice Limit at any time to allow the Investor to purchase additional shares under a Purchase
Notice.


 


 





 


 






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“Purchase Notice
Shares” shall mean all shares of Common Stock that the Company shall be entitled to issue as set forth in all Purchase Notices
in accordance with the terms and conditions of this Agreement.


 


“Purchase Price”
shall mean the product of i) the lowest daily VWAP of the Common Stock during the Valuation Period and ii) the Discount Percentage.


 


“Registration Statement”
shall have the meaning specified in Section 4.15.


 


“Regulation D”
shall mean Regulation D promulgated under the Securities Act.


 


“Rule 144”
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC” shall
mean the United States Securities and Exchange Commission.


 


“SEC Documents”
shall have the meaning specified in Section 4.5.


 


“Securities”
mean the Purchase Notice Shares and all Commitment Shares issued to the Investor by the Company pursuant to this Agreement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock
or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the
Securities Act.


 


"Termination”
shall mean any termination outlined in Section 10.5.


 


“Transaction Documents”
shall mean this Agreement, and all schedules and exhibits hereto and thereto.


 


“Transfer Agent”
shall mean Vstock Transfer (the current transfer agent of the Company), and any successor transfer agent of the Company.


 


“Valuation Period”
shall mean the three (3) consecutive Business Days commencing on and including the Purchase Notice Date. For avoidance of doubt, the Purchase
Notice Date shall be the first Business Day in the Valuation Period.


 


“VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by E*TRADE Securities LLC graph study function or Bloomberg through its “VAP” function (set to 09:30:01 start
time and 15:59:59 end time) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00
p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg
for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security
as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for
such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually
determined by the Company and the Investor. If the Company and the Investor are unable to agree upon the fair market value of such security,
then such dispute shall be resolved in accordance with the procedures in Section 10.16. All such determinations shall be appropriately
adjusted for any share dividend, share split, share combination, recapitalization or other similar transaction during such period.


 


 


 


 






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ARTICLE II

PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1           
PURCHASE NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article
VII), after ten (10) Business Days following the Execution Date (unless waived by the Investor), the Company shall have the right, but
not the obligation, to require the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase Purchase
Notice Shares provided that the amount of Purchase Notice Shares shall not exceed the Purchase Notice Limit or the Beneficial Ownership
Limitation set forth in Section 7.2(g), (each such purchase, a “Closing”). The Company may not deliver a subsequent
Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing. Furthermore, the Company
shall not deliver any Purchase Notices to the Investor during the PEA Period. Notwithstanding the foregoing, the Company may not submit
a Purchase Notice to the Investor if the Purchase Amount is less than $30,000 or if the most recent closing price of the Common Stock
is below the Floor Price, unless waived by the Investor in writing.


 


Section 2.2             MECHANICS.


 


(a)                   PURCHASE NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the
Company may deliver a Purchase Notice to Investor, subject to satisfaction of the conditions set forth in Section 7 and otherwise provided
herein. The Company shall deliver the Purchase Notice Shares as DWAC Shares to the Designated Brokerage Account alongside the delivery
of the Purchase Notice. A Purchase Notice shall be deemed delivered on the Business Day (i) Exhibit A (Form of Purchase Notice) is received
by 9:00 a.m. New York time by email by the Investor and (ii) the DWAC of the applicable Purchase Notice Shares has been initiated and
completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time (the “Purchase Notice
Date"). If Exhibit A is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been
completed as confirmed by the Investor’s Designated Brokerage Account by 9:00 a.m. New York time, then the next Business Day shall
be the Purchase Notice Date, unless waived by Investor. Each party shall use its best efforts to perform or fulfill all conditions and
obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated
as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do,
or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective
Section 2.2(a) of this Agreement and the transactions contemplated herein.


 


(b)                  CLOSING. The Closing of a Purchase Notice shall occur one (1) Business Day following the Valuation Period (the “Closing
Date”); whereby the Investor shall deliver to the Company, by 5:00 p.m. New York time on the Closing Date, the applicable Investment
Amount by wire transfer of immediately available funds to an account designated by the Company.


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


The Investor represents and
warrants to the Company that:


 


Section 3.1             INTENT. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether
or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable
state securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.


 


Section 3.2             NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and
the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely
on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal,
tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction.


 


Section 3.3             ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor
has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities.
The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 


 


 


 


 


 






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Section 3.4            AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction
Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action and no
further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has been duly executed
by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and binding obligation
of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


Section 3.5             NOT AN AFFILIATE. The Investor is not an officer, director, or “affiliate” (as that term is defined in Rule
405 of the Securities Act) of the Company.


 


Section 3.6             ORGANIZATION AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents.


 


Section 3.7             ABSENCE OF CONFLICTS. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated
hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or agreement to
which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or constitute a
material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument
or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any
third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to
which the Investor is subject or to which any of its assets, operations or management may be subject.


 


Section 3.8            DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf
of the Company and has had access to all publicly available information with respect to the Company.


 


Section 3.9            MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation or advertising.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Except as set forth in the SEC
Documents and the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation
or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company
represents and warrants to the Investor, as of the Execution Date, that:


 


Section 4.1            ORGANIZATION OF THE COMPANY. The Company is an entity duly incorporated or otherwise organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and
use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of
the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified
to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case
may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. The Company
has no Subsidiaries.


 


 


 


 






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Section 4.2            AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations under the
Transaction Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of
the Company or its Board of Directors or stockholders is required. The Transaction Documents have been duly executed and delivered by
the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


Section 4.3            CAPITALIZATION. As of the Execution Date, the authorized Common Stock of the Company consists of 100,000,000 shares of Common
Stock, of which approximately 12,514,763 shares of Common Stock are issued and outstanding as of the Execution Date. As of the Execution
Date, the authorized Preferred Stock of the Company consists of 10,000,000 shares of Preferred Stock, of which no shares of Preferred
Stock are issued and outstanding as of the Execution Date. The Company has not issued any capital stock since its most recently filed
registration statement under the Securities Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans
and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the registration statement filed
under the Securities Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to
participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Documents, there are no outstanding
options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares
of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional
shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares
of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge
of the Company, between or among any of the Company’s stockholders.


 


Section 4.4             LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act. The
Company has not, in the twelve (12) months preceding the Execution Date, received notice from the Principal Market on which the Common
Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements
of such Principal Market. The Company is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements.


 


Section 4.5             SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) thereof, for the one (1)
year preceding the Execution Date (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein
as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any
such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material
respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations
applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and
substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other
applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial
statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may
be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates
thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by
the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or
its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company
understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.


 


 


 


 






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Section 4.6             VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents.


 


Section 4.7             NO CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase Notice Shares,
do not and will not: (a) result in a violation of the Company’s certificate or articles of incorporation, by-laws or other organizational
or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would
become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up”
or similar provision of any underwriting or similar agreement to which the Company is a party, or (c) result in a violation of any federal,
state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable
to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect)
nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the Company is not
being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either
singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local
law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency in order for it to execute, deliver or perform any of its obligations under the Transaction Documents (other than any SEC or state
securities filings that may be required to be made by the Company in connection with the issuance of Purchase Notice Shares or subsequent
to any Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes of the representation made
in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of Investor herein.


 


Section 4.8             NO MATERIAL ADVERSE EFFECT. No event has occurred that would have a Material Adverse Effect on the Company that has not
been disclosed in subsequent SEC Documents.


 


Section 4.9            LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents and the Disclosure Schedule, there are no material
actions, suits, investigations, inquiries or similar proceedings (however any governmental agency may name them) pending or, to the knowledge
of the Company, threatened against or affecting the Company or its properties, nor has the Company received any written or oral notice
of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ,
injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental
agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the SEC involving the Company or any current or former director or officer of the Company.


 


Section 4.10          REGISTRATION RIGHTS. Except as set forth in Schedule 4.10, no Person (other than the Investor) has any right to cause the
Company to effect the registration under the Securities Act of any securities of the Company.


 


Section 4.11           ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SECURITIES. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and that the Investor is not (i) an officer or director of the Company, or (ii) an “affiliate” (as defined
in Rule 144) of the Company. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and
any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Purchase Notice Shares. The Company further
represents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent
evaluation by the Company and its representatives.


 


Section 4.12           NO GENERAL SOLICITATION; PLACEMENT AGENT. Neither the Company, nor any Person acting on its behalf, has engaged in any form
of general solicitation or general advertising (within the meaning of Regulation D under the Securities act) in connection with the offer
or sale of the Securities.


 


 


 


 






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Section 4.13           NO INTEGRATED OFFERING. Except as set forth on the Disclosure Schedule, none of the Company, its affiliates, and any Person
acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security,
under circumstances that would cause this offering of the Securities to be integrated with prior offerings for purposes of any applicable
stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation
system on which any of the securities of the Company are listed or designated, but excluding stockholder consents required to authorize
and issue the Securities or waive any anti-dilution provisions in connection therewith.


 


Section 4.14          OTHER COVERED PERSONS. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration
for solicitation of the Investor in connection with the sale of any Regulation D Securities.


 


Section 4.15          REGISTRATION STATEMENT. The Company has prepared and filed a Registration Statement on Form S-3 with the SEC in accordance
with the provisions of the Securities Act, which was declared effective by order of the SEC on April 18, 2022 (File No. 333-264227) (the
“Base Registration Statement”). The Base Registration Statement is effective under the Securities Act and the Company
has not received any written notice that the SEC has issued or intends to issue a stop order or other similar order with respect to the
Base Registration Statement or the prospectus or that the SEC otherwise has (i) suspended or withdrawn the effectiveness of the Base Registration
Statement or (ii) issued any order preventing or suspending the use of the prospectus or any prospectus supplement, in either case, either
temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the prospectus
permits the issuance of the Securities hereunder. The SEC has not notified the Company of any objection to the use of the form of the
Base Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company was at the time of the filing of the Registration
Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction
requirements with respect to the securities being sold pursuant to this offering, subject to the applicable limits during any twelve (12)
month period as set forth in General Instruction I.B.6 of Form S-3. The Company shall issue all Securities issued pursuant to this
Agreement under the Base Registration Statement and attendant prospectus as contemplated by Section 6.3 herein, and all of such shares
shall be freely tradeable by the Investor upon its receipt of such shares. All corporate action required to be taken for the authorization,
issuance and sale of the Purchase Notice Shares, and Commitment Shares has been duly and validly taken. The Purchase Notice Shares, and
the Commitment Shares conform in all material respects to all statements with respect thereto contained in the Base Registration Statement,
the prospectus and the prospectus supplement.


 


ARTICLE V

COVENANTS OF INVESTOR


 


Section 5.1             SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant
to any understanding with it, will execute any Short Sales during the period from the Execution Date to the end of the Commitment Period.
For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notice of such number of shares
of Common Stock reasonably expected to be purchased under the Purchase Notice shall not be deemed a Short Sale. The parties acknowledge
and agree that during the Valuation Period, the Investor may contract for, or otherwise effect, the resale of the subject purchased Purchase
Notice Shares to third-parties. The Investor shall, until such time as the transactions contemplated by the Transaction Documents are
publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain the confidentiality of the existence
and terms of this transaction and the information included in the Transaction Documents. “Short Sales” shall mean “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.


 


Section 5.2             COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common Stock
will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and
the Principal Market.


 


Section 5.3            LEAK OUT. On any given Business Day, in the event that the closing price of the Common Stock on the immediately preceding
Business Day is lower than the Minimum Price, the Investor shall not sell on that Business Day more than ten percent (10%) of the total
amount of Commitment Shares issued pursuant to this Agreement.


 


 


 


 






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ARTICLE VI

COVENANTS OF THE COMPANY


 


Section 6.1             LISTING OF COMMON STOCK. The Company shall use commercially reasonable best efforts to maintain, so long as any shares of
Common Stock shall be so listed, the listing, if required, of all such Common Stock on the Principal Market from time to-time issuable
hereunder. The Company shall use its commercially reasonable best efforts to continue the listing or quotation and trading of the Common
Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets, if required) and will comply
in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market.


 


Section 6.2            FILING OF CURRENT REPORT. The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction
Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the execution of the transactions
contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”).
The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two
(2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor
shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business
Day from the date the Investor receives it from the Company.


 


Section 6.3             FILING OF REGISTRATION STATEMENT. The Company shall file with the SEC, one (1) Business Day from the Execution Date, a prospectus
supplement covering the offering and sale of the Purchase Notice Shares, and the Commitment Shares. The prospectus supplement shall relate
to the transactions contemplated by, and describing the material terms and conditions of, this Agreement, containing required information
previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act,
and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement
and the prospectus as of the date of the prospectus supplement, including, without limitation, information required to be disclosed in
the section captioned “Plan of Distribution” in the prospectus. The Company shall permit the Investor to review and comment
upon the prospectus supplement within a reasonable time prior to their filing with the SEC, the Company shall give reasonable consideration
to all such comments, and the Company shall not file the Current Report or the prospectus supplement with the SEC in a form to which the
Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities
beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and
any other person or relating to the sale or distribution of the Company’s securities, as shall be reasonably requested by the Company
in connection with the preparation and filing of the Current Report and the prospectus supplement, and shall otherwise cooperate with
the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the prospectus
supplement with the SEC. The Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact
or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, in any effective registration statement filed or any post-effective amendment
or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (including the passage
of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities Act and shall use its best
efforts thereafter to file with the SEC any Post-Effective Amendment to the Base Registration Statement, amended prospectus or prospectus
supplement in order to comply with Section 5(b) or 10 of the Securities Act.


 


Section 6.4             ISSUANCE OF COMMITMENT SHARES. In consideration for the Investor’s execution and delivery of, and agreement to perform
under this Agreement, the Company shall cause the Transfer Agent to issue 140,186 shares of Common Stock to the Investor as a commitment
fee (the “Commitment Shares”). For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of
the Execution Date, and the issuance of the Commitment Shares is not contingent upon any other event or condition, including, without
limitation, the Company’s submission of a Purchase Notice to the Investor, the filing of a prospectus supplement, and irrespective
of any termination of this Agreement. The Company shall include on any Registration Statement filed with the SEC, all Commitment Shares,
provided that, in addition to all other remedies at law or in equity or otherwise under this Agreement, failure to do so will result in
liquidated damages of $250,000.00, being immediately due and payable to the Investor at its election in the form of cash payment. On the
Business Day following the Execution Date, the Company shall cause its Transfer Agent to DWAC to the Investor’s Designated Brokerage
Account the Commitment Shares.


 


 


 


 






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Section 6.5            NON-PUBLIC INFORMATION. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees
that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that
constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall
have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company
understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
To the extent that the Company delivers any material, non-public information to the Investor without such prior written consent, the Company
hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any
of their respective officers, directors, agents, employees or affiliates, not to trade on the basis of, such material, non-public information,
provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect
to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting
on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably
believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by
the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding
the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant
to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in
effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction
Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails
to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this
material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per
day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this
information is filed.


 





Section 6.6             SUBSEQUENT FINANCING; VARIABLE RATE TRANSACTIONS.


 


(a)                 
SUBSEQUENT FINANCING. Except as set forth on the Disclosure Schedule, from the Execution Date until 30 days thereafter,
the Company covenants and agrees that it will not, without the prior written consent of the Investor, enter into any agreement with any
other party or enter into any transaction (or series of transactions) resulting in, committing to, taking any action regarding, or otherwise
involving the issuance of any Common Stock, Common Stock Equivalents or any other equity securities of the Company.


 


(b)                 
VARIABLE RATE TRANSACTIONS. From the Execution Date until the end of the Commitment Period, the Company shall be prohibited
from entering into any “equity line” or similar transaction whereby an investor is irrevocably bound to purchase securities
over a period of time from the Company at a price based on the market price of the Common Stock at the time of such purchase; provided, however,
that this Section 6.5(b) shall not be deemed to prohibit the issuance of shares of Common Stock pursuant to an “at-the-market
offering” by the Company through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between
the Company and such registered broker-dealer. The Investor shall be entitled to seek injunctive relief against the Company to preclude
any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and
without any bond or other security being required.


 


ARTICLE VII

CONDITIONS TO DELIVERY OF

PURCHASE NOTICE AND CONDITIONS TO CLOSING


 


Section 7.1             CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PURCHASE NOTICE SHARES. The right of the Company to issue
and sell the Purchase Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:


 


(a)                 
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be
true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such
time.


 


 


 






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(b)                 
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(c)                 
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(d)                 
PRINCIPAL MARKET REGULATION. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations
set forth herein, the Company shall not issue more than 2,501,700 shares (including the Commitment Shares) of Common Stock (the "Exchange
Cap") under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the Execution
Date, unless stockholder approval is obtained to issue in excess of the Exchange Cap; provided, however, that
the foregoing limitation shall not apply if at any time the Exchange Cap is reached and at all times thereafter the average price paid
for all shares of Common Stock issued under this Agreement is equal to or greater than $1.23 (the "Minimum Price"), a
price equal to the lower of (i) the Nasdaq Official Closing Price immediately preceding the execution of this Agreement or (ii) the arithmetic
average of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as
calculated in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction
contemplated hereby would not be "below market" and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company
shall not be required or permitted to issue, and the Investor shall not be required to purchase, any shares of Common Stock under this
Agreement if such issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine
whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance
would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share
basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement
under applicable rules of the Principal Market.


 


Section 7.2            CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE THE PURCHASE NOTICE SHARES. The obligation of the Investor
hereunder to purchase the Purchase Notice Shares is subject to the satisfaction of each of the following conditions:


 


(a)                 
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective
for the offering of the Securities and (i) the Company shall not have received notice that the SEC has issued or intends to issue a stop
order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration
Statement, either temporarily or permanently, or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal
of the effectiveness of, such Registration Statement or related prospectus shall exist. The Investor shall not have received any notice
from the Company that the prospectus and/or any prospectus supplement fails to meet the requirements of Section 5(b) or Section 10 of
the Securities Act.


 


(b)                 
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall
be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations
and warranties specifically made as of a particular date).


 


(c)                 
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)                 
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely
affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have the
effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.


 


 


 


 






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(e)                 
ADVERSE CHANGES. Since the date of filing of the Company’s most recent annual report on Form 10-Q, no event that had
or is reasonably likely to have a Material Adverse Effect has occurred.


 


(f)                  
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended
by the SEC or the Principal Market, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or quotation
on and shall not have been delisted from or no longer quoted on the Principal Market. In the event of a suspension, delisting, or halting
for any reason, of the trading of the Common Stock during the Valuation Period, as contemplated by this Section 7.2(f), the Investor shall
purchase the Purchase Notice Shares in the respective Purchase Notice at a value equal to the par value of the Company’s Common
Stock.


 


(g)                 
BENEFICIAL OWNERSHIP LIMITATION. The number of Purchase Notice Shares then to be purchased by the Investor shall not exceed
the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed
beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below),
as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 7.2(g), in the event that the amount of
Common Stock outstanding is greater or lesser on a Closing Date than on the date upon which the Purchase Notice associated with such Closing
Date is given, the amount of Common Stock outstanding on such issuance of a Purchase Notice shall govern for purposes of determining whether
the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership
Limitation following a purchase on any such Closing Date. In the event the Investor claims that compliance with a Purchase Notice would
result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company the Investor will provide the
Company with evidence of the Investor’s then existing shares beneficially or deemed beneficially owned. The “Beneficial
Ownership Limitation” shall be 4.9% of the number of shares of the Common Stock outstanding immediately prior to the issuance
of shares of Common Stock issuable pursuant to a Purchase Notice. To the extent that the Beneficial Ownership Limitation is exceeded,
the number of shares of Common Stock issuable to the Investor shall be reduced void ab initio so it does not exceed the Beneficial Ownership
Limitation.


 


(h)                 
STOCK PROMOTION. The Company shall be free from any “stock promotion” flag.


 


(i)                    NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness
of the Registration Statement to be suspended or any prospectus or prospectus supplement failing to meet the requirement of Sections 5(b)
or 10 of the Securities Act (which event is more likely than not to occur within the fifteen (15) Business Days following the Business
Day on which such Purchase Notice is deemed delivered).


 


(j)                    NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Purchase Notice Shares shall not violate the shareholder
approval requirements of the Principal Market.


 


(k)                  
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill”.


 


(l)                   
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within
the applicable time periods prescribed for such filings under the Exchange Act.


 


(m)               
EXCHANGE CAP. The Exchange Cap has not been reached (to the extent the Exchange Cap is applicable pursuant to Section 7.1(d)
hereof).


 


 


 


 


 






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ARTICLE VIII

LEGENDS


 


Section 8.1             NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Purchase
Notice Shares.


 


Section 8.2              INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder
to comply with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE IX

INDEMNIFICATION


 


Section 9.1            INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other
party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from
and against any Damages, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising
out of this Agreement or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant
or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any post-effective amendment thereof or prospectus or prospectus supplement,
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the
circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act
or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s
failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party’s, recklessness or willful misconduct
in performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to
any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged
untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information
furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment
thereof, prospectus, prospectus supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 


Section 9.2             INDEMNIFICATION PROCEDURE.


 


(a)                   A party that seeks indemnification under must promptly give the other party notice of any legal action. But a delay in notice does
not relieve an Indemnifying Party of any liability to any Indemnified Party, except to the extent the Indemnifying Party shows that the
delay prejudiced the defense of the action.


 


(b)                  The Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified
Parties. After assuming the defense, the Indemnifying Party:


 


(i)                  must select counsel (including local counsel if appropriate) that is reasonably satisfactory to the Indemnified Parties;


 


(ii)                 is not liable to the other party for any later attorney’s fees or for any other later expenses that the Indemnified Parties
incur, except for reasonable investigation costs;


 


(iii)                must
not compromise or settle the action without the Indemnified Parties consent (which may not be unreasonably withheld); and


 


(iv)               
is not liable for any compromise or settlement made without its consent.


 


(c)                 
If the Indemnifying Party fails to assume the defense within 10 days after receiving notice of the action, the Indemnifying Party
shall be bound by any determination made in the action or by any compromise or settlement made by the Indemnified Parties, and also remains
liable to pay the Indemnified Parties’ legal fees and expenses.


 


 









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Section 9.3            
METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall
be asserted and resolved as follows:


 


(a)                   In
the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against or
sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third Party
Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying
the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that is being asserted
under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable,
the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with reasonable promptness
to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified
Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with
respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by such failure
of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty
(30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the
“Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified
Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against
such Third Party Claim.


 


(i)                  If
the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified
Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to defend,
with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party
Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a
final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in
the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of
monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying Party
shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however,
that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s
delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer or other pleadings or take any other
action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further,
that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The
Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying
Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and
expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such
Third Party Claim.


 


(ii)                 If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously
and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period,
then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim
by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith
or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will not be unreasonably
withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof;
provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying
Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified
Party is contesting. Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified
Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified
Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense
pursuant to this clause (ii) or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and
the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying
Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled
by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to
such participation.


 


 


 


 






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(iii)                If
the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified
Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute Period whether
the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party
Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under Section
9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has
timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party
shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved
within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(b)                 
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a
Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the
nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined
in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The failure
by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that the
Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party
that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice,
the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Section
9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has
timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party
shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty
(30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(c)                   The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Third Party
Claim.


 


(d)                  The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE X

MISCELLANEOUS


 


Section 10.1           GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State
of California without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive
jurisdiction of the United States federal and state courts located in Los Angeles, California, with respect to any dispute arising under
the Transaction Documents or the transactions contemplated thereby.


 


Section 10.2           JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.


 


Section 10.3           ASSIGNMENT. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and
their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either
party to any other Person.


 


Section 10.4          NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective
successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as contemplated by Article
IX.


 


 


 


 






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Section 10.5           TERMINATION. The Company may terminate this Agreement at any time in the event of a material breach of the Agreement by
the Investor, which shall be effected by written notice being sent by the non-breaching party to the breaching party. In addition, this
Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period or (ii) the date that, pursuant to or within
the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a
Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the
benefit of its creditors; provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the
Company and the Investor set forth in this Article X shall survive the termination of this Agreement.


 


Section 10.6          ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits thereto, contain the entire understanding of the
Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents and exhibits.


 


Section 10.7           FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each
party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay the
Document Preparation Fee associated with the Closing of the first Purchase Notice, and the Clearing Cost associated with each Closing,
and any Transfer Agent fees.


 


Section 10.8           COUNTERPARTS. The Transaction Documents may be executed in multiple counterparts, each of which may be executed by less
than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing
such counterparts and all of which together shall constitute one and the same instrument. The Transaction Documents may be delivered to
the other parties hereto by email of a copy of the Transaction Documents bearing the signature of the parties so delivering this Agreement.


 


Section 10.9           SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such
severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section 10.10         FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


Section 10.11         NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


Section 10.12         EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of
its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees
that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages. In addition to being entitled to exercise all rights provided herein or granted by law, both parties will be entitled to specific
performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred
by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action
for specific performance of any such obligation the defense that a remedy at law would be adequate.


 


Section 10.13         TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not
to be considered in construing or interpreting this Agreement.


 


Section 10.14         AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that
is one (1) Business Day immediately preceding the initial filing of the prospectus to the Registration Statement with the SEC. Subject
to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by
both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against
whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.


 


 


 


 






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Section 10.15         PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent
required by law. The Investor acknowledges that the Transaction Documents may be deemed to be “material contracts,”
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as
exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the
status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.


 


Section 10.16         DISPUTE RESOLUTION.


 


(a)                   Submission to Dispute Resolution.


 


(i)                  In the case of a dispute relating to the Average Daily Trading Volume, Purchase Notice Limit or VWAP (as the case may be) (including,
without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Investor (as the case may be)
shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company, within two (2) Business Days after
the occurrence of the circumstances giving rise to such dispute or (B) if by the Investor at any time after the Investor learned of the
circumstances giving rise to such dispute. If the Investor and the Company are unable to promptly resolve such dispute relating to such
Average Daily Trading Volume, Purchase Notice Limit or VWAP (as the case may be), at any time after the second (2nd) Business Day following
such initial notice by the Company or the Investor (as the case may be) of such dispute to the Company or the Investor (as the case may
be), then the Company and the Investor may select an independent, reputable investment bank as mutually agreed upon to resolve such dispute.


 


(ii)                 The Investor and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 10.16 and (B) written documentation supporting its position with respect to such
dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which
such investment bank was selected (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding
clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and
agreed that if either the Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission
Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives
its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such
investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank
prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Investor or otherwise requested
by such investment bank, neither the Company nor the Investor shall be entitled to deliver or submit any written documentation or other
support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)                The Company and the Investor shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Investor of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees
and expenses of such investment bank shall be borne solely by the party submitting such dispute, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.


 


(b)                  Miscellaneous. Both the Company and the Investor expressly acknowledge and agree that (i) this Section 10.16 constitutes
an agreement to arbitrate between the Company and the Investor (and constitutes an arbitration agreement) only with respect to such dispute
in connection with Section 10.16(a)(i) and that both the Company and the Investor are authorized to apply for an order to compel arbitration
in order to compel compliance with this Section 10.16, (ii) the terms of this Agreement and each other applicable Transaction Document
shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be
entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are
required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment
bank shall apply such findings, determinations and the like to the terms of this Agreement and any other applicable Transaction Documents,
(iii) the Company and the Investor shall have the right to submit any dispute other than described in this Section 10.16 (a) to any state
or federal court sitting in The City of New York and (iv) nothing in this Section 10.16 shall limit the Company or the Investor from obtaining
any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section
10.16). The Company and the Investor agree that all dispute resolutions may be conducted in a virtual setting to be mutually agreed by
both parties.


 


 


 


 






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Section 10.17         NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) delivered by reputable air courier service with
charges prepaid next Business Day delivery, or (c) transmitted by hand delivery, or email as a PDF, addressed as set forth below or to
such other address as such party shall have specified most recently by written notice given in accordance herewith. Any notice or other
communication required or permitted to be given hereunder shall be deemed effective upon hand delivery or delivery by email at the address
designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received).


 


The addresses for such communications
shall be:


 


If to the Company:


 


AUDDIA INC.


Email: mlawless@auddia.com


 


with a copy (not constituting notice)
to:


 


Carroll Legal LLC


Email: jcarroll@carroll.legal


 


If to the Investor:


 


WHITE LION CAPITAL LLC

Email: team@whitelioncapital.com


 


With a copy (not constituting notice)
to:


 


Greenberg Traurig, P.A.


333 S.E. 2nd Avenue


Miami, FL 33131


Email: owensjohn@gtlaw.com


Attn: John D. Owens, III, Esq.


 


 


Either party hereto may from time to time change
its address or email for notices under this Section 10.18 by giving prior written notice of such changed address to the other party hereto.


 





[Signature Page
Follows]


 


 


 


 


 


 






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IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the Execution
Date.


 


 





	 	Auddia Inc.
	 	 
	 	 
	 	By:/s/ Jeff
Thramann
	 	Name: Jeff Thramann
	 	Title: Executive Chairman
	 	 
	 	 
	 	White Lion Capital LLC
	 	 
	 	 
	 	 
	 	By:/s/ Sam
Yaffa        
	 	Name: Sam Yaffa
	 	Title: Managing Director



 





 


 


 


 


 


 


 


 


 


 






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DISCLOSURE SCHEDULES TO

COMMON STOCK PURCHASE AGREEMENT


 


 


[Omitted]





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


FORM OF PURCHASE NOTICE


 


TO: WHITE LION CAPITAL LLC


 


We refer to the Common Stock Purchase
Agreement, dated as of November 14, 2022, (the “Agreement”), entered into by and between Auddia Inc.,
and White Lion Capital LLC. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when
used herein.


 


We hereby:


 


1) Give you notice that we require you to purchase
__________ Purchase Notice Shares; and


 


2) Certify that, as of the date hereof, the conditions
set forth in Section 7 of the Agreement are satisfied.


 


 


	 	Auddia Inc.
	 	 
	 	 
	 	 
	 	By: _____________________
	 	Name: Michael Lawless
	 	Title:Chief Executive
Officer






 





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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