Exhibit 10.10


 


auddia
Inc. WARRANT AGENCY AGREEMENT


 


This
WARRANT AGENCY AGREEMENT (this “Agreement”) is made as of October __, 2020 (the “Issuance Date”),
by and between Auddia Inc., a Delaware corporation, with offices at 5755 Central Avenue, Boulder, CO 80301 (the “Company”),
and VStock Transfer Company, Inc., 18 Lafayette Place, Woodmere, NY 11598 (the “Warrant Agent”).


 


WHEREAS,
the Company has determined to issue and deliver in a firm commitment underwritten public offering (the “Offering”)
2,181,818 Units consisting of one share of the Company’s common stock, par value $.0001 per share (the “Common Stock”)
and one Series A Warrant (the “Warrants”) to the public, whereby each purchaser of Units will receive, for each
Unit purchased, a Series A Warrant representing the right to purchase one share of common stock at an exercise price of $ 4.54,
subject to adjustment as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission a Registration Statement, No. 333-235891 on Form S-1 (as the
same may be amended from time to time, the “Registration Statement”) for the registration, under the Securities
Act of 1933, as amended (the “Act”) of, among other securities, the Warrants and the Common Stock issuable upon
exercise of the Warrants (the “Warrant Shares”), and such Registration Statement was declared effective on October
__, 2020; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.       Appointment
of Warrant Agent.  The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.


 


2.       Warrants.


 


2.1       Form
of Warrant.  Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein, and shall be signed by, or bear the facsimile signature of,
the Chief Executive Officer, President, Chief Financial Officer or Treasurer, Secretary or Assistant Secretary of the Company and
shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may
be issued with the same effect as if he or she had not ceased to be such at the date of issuance.  All of the Warrants
shall initially be represented by one or more book-entry certificates (each a “Book-Entry Warrant Certificate”).


 


2.2.       Effect
of Countersignature.  Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall
be invalid and of no effect and may not be exercised by the holder thereof.


 


 


 



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2.3.Registration.


 


2.3.1.       Warrant
Register.  The Warrant Agent shall maintain books (“Warrant Register”), for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company.  To the extent the Warrants are able to
be deposited through the Depository Trust Company (the “Depository”), i.e., “DTC Eligible,”
as of the Issuance Date, all of the Warrants shall be represented by one or more Book-Entry Warrant Certificates deposited with
the Depository and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in
the Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership shall be effected through, records maintained
(i) by the Depository or its nominee for each Book-Entry Warrant Certificate; (ii) by institutions that have accounts with the
Depository (such institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly
on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.


 


If
the Warrants are not DTC Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement
system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
settlement within ten (10) days after the Depository ceases to make its book-entry settlement available.  In the event
that the Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants are not
eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide
written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and
the Company shall instruct the Warrant Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing
such Warrants.  Such definitive Warrant Certificates shall be in substantially the form annexed hereto as Exhibit
A.


 


2.3.2.       Beneficial
Owner; Registered Holder.  The term “beneficial owner” shall mean any person in whose name ownership
of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by
the Depository or its nominee. Prior to due presentment for registration of transfer of any Warrant, the Company and
the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered
holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose
of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


 


2.4.       Detachability
of Warrants.  The securities comprising the Units will be issued separately and will be separately transferable.


 


2.5       Uncertificated
Warrants.  Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued in
uncertificated form.


 


3.       Terms
and Exercise of Warrants.


 


3.1.       Exercise
Price.  Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject
to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $4.54 per whole share, subject to the subsequent adjustments provided in Section 4 hereof.  The
term “Exercise Price” as used in this Agreement refers to the price per share at which Common Stock may be purchased
at the time a Warrant is exercised.


 


3.2.       Duration
of Warrants.  A Warrant may be exercised only during the period (“Exercise Period”) commencing
on the date of separation of the Units and terminating at 5:00 P.M., New York City time on _____ __, 2025 (“Expiration
Date”) except if there is a prior redemption pursuant to Section 6 below . Each Warrant not exercised on or
before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date.


 


 


 


 






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3.3       Exercise
of Warrants.


 


3.3.1.       Exercise
and Payment.  A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time,
on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust
department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate,
the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account
of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time
to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”),
properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry
Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the
Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check
or by bank wire transfer to the Company in immediately available funds.


 


If
any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor,
is received after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised
on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business
day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants
are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered
to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable.  In
no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants.
The validity of any exercise of Warrants will be determined by the Warrant Agent.  Neither the Company nor the Warrant
Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise
of Warrants.


 


The
Warrant Agent shall forward any certified or official bank check received to the Company and shall advise the Company via email
at the end of each day on which funds for the exercise of the Warrants are received.


 


3.3.2.       Issuance
of Certificates.  The Warrant Agent shall, by 5.P.M. New York Time on the business day following the Exercise Date
of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) the Warrant Shares issuable upon such
exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions
of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such
exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants
remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records
maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer
agent and registrar shall reasonably require.


 


The
Warrant Agent shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and
the clearance of the funds in payment of the Warrant Price, execute, issue and deliver the Warrant Shares to which such registered
holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed
by such registered holder or the Participant, as the case may be.  


 


In
lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer
agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its reasonable
best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository
by crediting the account of the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The
time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described
herein.


 


 


 


 






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3.3.3.       Valid
Issuance.  All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4.       No
Fractional Exercise.  Warrants may be exercised only in whole numbers of Warrant Shares.  No fractional
Warrant Shares are to be issued upon the exercise of the Warrant, but rather the number of Warrant Shares to be issued shall be
rounded up or down, as applicable, to the nearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate
are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall be executed by the Company and
countersigned by the Warrant Agent as provided in Section 2 of this Agreement, and delivered to the holder of this Warrant Certificate
at the address specified on the books of the Warrant Agent or as otherwise specified by such registered holder. If fewer than all
the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by
the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of
the Warrants remaining after such exercise.


 


3.3.5       No
Transfer Taxes.  The Company shall not be required to pay any stamp or other tax or governmental charge required
to be paid in connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the
event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax
or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge
is due.


 


3.3.6       Date
of Issuance.  Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7       Cashless
Exercise.


 


(i)       The
Warrant may be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required
to make any cash payments or net cash settlement to the registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless
exercise,” the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A)	= the VWAP (defined below) on the Business Day immediately preceding the date on which the registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;


 


	 	(B)	=	the Exercise Price of the Warrant, as it may have been adjusted hereunder; and


 


	 	(X)	=	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Upon
receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase
to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate
and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of
Warrant Shares issuable in connection with the cashless exercise.


 


 


 


 






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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock for such date
(or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not
then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the
Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


3.3.8       Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the registered holder the number of Warrant Shares that are not disputed.


 


4.       Adjustments.


 


4.1.       Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides (by any stock
split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased.  If the Company at any time after the Issuance Date
combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will
be proportionately increased and the number of Warrant Shares will be proportionately decreased.  Any adjustment under
this Section 4.1 shall become effective at the close of business on the date the subdivision or combination becomes effective.  The
Company shall promptly notify Warrant Agent of any such adjustment and give specific instructions to Warrant Agent with respect
to any adjustments to the warrant register.


 


4.2.       Adjustment
for Other Distributions.  In the event the Company shall fix a record date for the making of a dividend or distribution
to all holders of Common Stock of any evidences of indebtedness or assets or subscription rights or warrants (excluding those referred
to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Exercise Price shall be adjusted
by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled
to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned
above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record
date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided
to the registered holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable
to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately
after the record date mentioned above.


 


 


 


 






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4.3.       Reclassification,
Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding, (i) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or
indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other
person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other
person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or
share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of a Warrant, the registered holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock, if
any, of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes
of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the registered holder shall be given the same choice as to the
Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall
cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
and for which shareholders received any equity securities of the Successor Entity, to assume in writing all of the obligations
of the Company under this Agreement in accordance with the provisions of this Section 4.3 pursuant to written agreements and shall,
upon the written request of the registered holder of a Warrant, deliver to the registered holder in exchange for this Warrant created
by this Agreement a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to the Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity), if any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which the Warrant is exercisable immediately prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock, if any, plus any Alternate Consideration (but
taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of
such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction).  Upon the
occurrence of any such Fundamental Transaction the Successor Entity shall succeed to, and be substituted for (so that from and
after the date of such Fundamental Transaction, the provisions of this Warrant Agent Agreement and the Warrant referring to the
“Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under this Agreement and the Warrant with the same effect as if such Successor Entity
had been named as the Company herein.


 


 


 


 


 






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The Company shall
instruct the Warrant Agent to mail by first class mail, postage prepaid, to each registered holder of a Warrant, written notice
of the execution of any such amendment, supplement or agreement. Any supplemented or amended agreement entered into by the successor
corporation or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments
provided for in Section 4. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions contained
in such agreement relating either to the kind or amount of securities or other property receivable upon exercise of warrants or
with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions
contained in any such agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes,
consolidations, mergers, sales and conveyances of the kind described above.


 


4.4       Anti-Dilution
Provisions.


 


4.4.1.       Definitions.


 


a)  For
purposes of this Section 4.4, “Common Stock Equivalents” means any securities of the Company or the subsidiaries
of the Company, whether or not vested or otherwise convertible or exercisable into shares of Common Stock at the time of such issuance,
which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred
stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock.


 


b)  For purposes of this Section 4.4, “Exempt Issuance” means: (a) the issuance of shares of Common Stock or options
to employees, officer or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee
members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established
for such purpose, (b) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for
or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities
have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange
or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by
a majority of the disinterested directors of the Company, provided any such issuance shall only be to a Person which is, itself
or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company
receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


4.4.2.       Warrant
Adjustments.


 


Warrant Adjustments.  If
the Company at any time while the Warrants are outstanding, shall sell or grant any option to purchase, or sell or grant any right
to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)
any Common Stock or Common Stock Equivalents, at an effective price per share less than $4.54 per share (such lower price, the
“Base Share Price” and such issuances collectively, a “Dilutive Issuance”), then simultaneously
with the consummation of each Dilutive Issuance the Exercise Price of this Warrant shall be reduced and only reduced to equal the
Base Share Price.  For example, if the Company issues Common Stock at $4.54 per share, then there shall be no adjustment
under this Section 4.4.  


 


Such
adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no
djustments shall be made, paid or issued under this Section 4.4 in respect of an Exempt Issuance. Such adjustment
shall become effective immediately after the opening of business on the day following the record date fixed for determination
of stockholders entitled to receive such rights.


  


4.4.3.       Certain
Shares Excluded.  The number of shares of Common Stock outstanding at any given time for purposes of the adjustments
set forth in this Section 4.4 shall exclude any shares then directly or indirectly held in the treasury of the Company.


 


 


 


 






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4.4.4.       Deferral
and Cumulation of De Minimis Adjustments.  The Company shall not be required to make any adjustment pursuant to this
Section 4.4 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before
the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would
otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together
with any adjustment or adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant Price in effect
immediately before the event giving rise to such next subsequent adjustment.  All calculations under this Section 4.4
shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be, but in no event shall the Company
be obligated to issue fractional Warrant Shares or fractional portions of any securities upon the exercise of the Warrant.


 


4.4.5.       Duration
of Adjustment.  Following each computation or readjustment as provided in this Section 4.4, the new adjusted Warrant
Price and number of Warrant Shares purchasable upon exercise of this Warrant shall remain in effect until a further computation
or readjustment thereof is required.


 


4.5.       Other
Events. If any event occurs of the type contemplated by the provisions of Section 4.1, 4.2, 4.3 or 4.4, but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features to all holders of Common Stock for no consideration), then the Company's Board of Directors will in
good faith make an adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the registered
holder.


 


4.6.       Notices
of Changes in Warrant.  Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Upon
the occurrence of any event specified in Sections 4.1, 4.2 or 4.4, then, in any such event, the Company shall give written notice
to each registered holder, at the last address set forth for such holder in the warrant register, of the record date or the effective
date of the event.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of
such event.


 


4.7.       No
Fractional Shares.  Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants.  If, by reason of any adjustment made pursuant to this Section
4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round up or down, as applicable, to the nearest whole number the number of the shares of
Common Stock to be issued to the registered holder.


 


4.8       Form
of Warrant.  The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement.  However, the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 


5.       Transfer
and Exchange of Warrants.


 


5.1.       Registration
of Transfer.  The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.


 


 


 


 






    	 	8	 



     


    

 


5.2.       Procedure
for Surrender of Warrants.  Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer reasonably acceptable to Warrant Agent, duly executed by the registered holder thereof, or by a duly
authorized attorney, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant
Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor
depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants
in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of
transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated
transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a
like number of unexercised Warrants.


 


5.3.       Fractional
Warrants.  The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Warrant Certificate for a fraction of a Warrant.


 


5.4.       Service
Charges.  A service charge shall be made for any exchange or registration of transfer of Warrants, as negotiated
between Company and Warrant Agent.


 


6
..       Redemption.


 


6.1 Redemption
of Warrants for when the price per share of Common Stock equals or exceeds $6.81 per share. Subject
to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of
the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price
(the “Redemption Price”) of $0.0001 per Warrant, provided that the last reported sales price
of the Common Stock reported has been at least $6.81 per share (subject to adjustment in compliance with Section 4
hereof), on each of twenty (20) consecutive business days ending on the third Business Day prior to the date on which
notice of the redemption is given and provided that there is an effective registration statement covering the issuance of the
shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 6.2 below).


 


6.2 Date
Fixed for, and Notice of, Redemption.  In the event that the Company elects to redeem all of the Warrants
pursuant to Section 6.1, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less
than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to
the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given
whether or not the Registered Holder received such notice.


 


6.3
Exercise After Notice of Redemption.  The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with subsection 3.3.7 above), at any time after notice of redemption shall have been given by the
Company pursuant to Section 6.2 hereof and prior to the Redemption Date. On and after the Redemption
Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


 


7.       Warrant
Execution and Countersignature.  The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed BY FACCIMILE SIGNATURES on behalf
of the Company for such purpose.


 


 


 






    	 	9	 



     


    

 


8.       
Limitations on Exercise.  Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and a
registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the
issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, the registered holder (together
with such registered holder’s Affiliates (as defined in Rule 405 under The Securities Act of 1933), and any other persons
acting as a group together with the registered holder or any of the registered holder’s Affiliates), would beneficially own
in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the registered holder and its Affiliates shall include the number of shares of Common Stock issuable
upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by
the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the registered holder that neither the Warrant Agent nor the Company is representing to the
registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the registered holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this
Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the registered
holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of the registered
holder, and the submission of a Election to Purchase shall be deemed to be the registered holder’s determination of whether
such Warrant is exercisable (in relation to other securities owned by the registered holder together with any Affiliates) and of
which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or
confirm the accuracy of such determination and neither of them shall have any liability for any error made by the registered holder.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number
of outstanding shares of Common Stock, a registered holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s
transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or
any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or
to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in
this paragraph shall apply to a successor holder of a Warrant.


 


9.       Other
Provisions Relating to Rights of Holders of Warrants.


 


9.1.       No
Rights as Stockholder.  Except as otherwise specifically provided herein, a registered holder, solely in its capacity
as a holder of a Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Agreement be construed to confer upon a registered holder, solely in its
capacity as the registered holder of a Warrant, any of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the registered holder of the Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant.
A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder.


 


9.2.       Lost,
Stolen, Mutilated, or Destroyed Warrants.  If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity (including obtaining an open penalty bond protecting the Warrant Agent) or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.  Any
such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


9.3.       Reservation
of Common Stock.  The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


 


 


 






    	 	10	 



     


    

 


10.       Concerning
the Warrant Agent and Other Matters.


 


10.1       Concerning
the Warrant Agent.  The Warrant Agent:


 


a) shall
have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied;


 


b) may
rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter,
facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine
and to have been made or signed by the proper party or parties;


 


c) may
rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with
respect to any matter relating to its acting as Warrant Agent;


 


d) May
consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying
on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and
in accordance with such advice or opinion of such counsel;


 


e) solely
shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed,
and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder
in good faith and in accordance with its determination;


 


f) shall
not be obligated to take any legal or other action hereunder which might, in its judgment subject or expose it to any expense or
liability unless it shall have been furnished with an indemnity satisfactory to it; and


 


g) shall
not be liable or responsible for any failure of the Company to comply with any of its obligations relating to the Registration
Statement or this Agreement, including without limitation obligations under applicable regulation or law.


 


10.2       Payment
of Taxes.  The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.  The Warrant Agent shall
not register any transfer or issue or deliver any Warrant Certificate(s) or Warrant Shares unless or until the persons requesting
the registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax, if any,
or shall have established to the reasonable satisfaction of the Company that such tax, if any, has been paid


 


10.3       Resignation,
Consolidation, or Merger of Warrant Agent.


 


10.3.1.       Appointment
of Successor Warrant Agent.  The Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in
writing to the Company.  If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or
otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.  If the
Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such
resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New
York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a
corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with
like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant
Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent
all such authority, powers, rights, immunities, duties, and obligations.


 


 






    	 	11	 



     


    

 


10.3.2       Notice
of Successor Warrant Agent.  In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such
appointment.


 


10.3.3.       Merger
or Consolidation of Warrant Agent.  Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.


 


11..       Fees
and Expenses of Warrant Agent.


 


11.1.       Remuneration.  The
Company agrees to monthly pay the Warrant Agent reasonable remuneration in an amount separately agreed to between Company and Warrant
Agent for its services as Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.   It is understood and agreed that all services
to be performed by Warrant Agent shall cease if full payment for its services has not been received in accordance with the above
schedule, and said services will not commence thereafter until all payment due has been received by Warrant Agent.


 


11..2.       Further
Assurances.  The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 


12       Liability
of Warrant Agent.


 


12.1.       Reliance
on Company Statement.  Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President of the Company and delivered to the Warrant Agent.  The
Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Agreement.


 


12..2.       Indemnity.  The
Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.  The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses,
damages, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.


 


12..3.       Limitation
of Liability. The Warrant Agent’s aggregate liability, if any, during the term of this Agreement with respect to, arising
from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable hereunder by the
Company to Warrant Agent as fees and charges, but not including reimbursable expenses.


 


12.4       Disputes.  In
the event any question or dispute arises with respect to the proper interpretation of this Agreement or the Warrant Agent’s
duties hereunder or the rights of the Company or of any holder of a Warrant, the Warrant Agent shall not be required to act and
shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and the
Warrant Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment
for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all parties interested in the matter
which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to the Warrant
Agent and executed by the Company and each other interested party.  In addition, the Warrant Agent may require for such
purpose, but shall not be obligated to require, the execution of such written settlement by all the Warrant holders, as applicable,
and all other parties that may have an interest in the settlement.


 


 


 






    	 	12	 



     


    

 


12..5       Exclusions.  The
Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under
the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable.


 


13.       Acceptance
of Agency.  The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares
of Common Stock through the exercise of Warrants.


 


14.       Miscellaneous
Provisions.


 


14.1.       Successors.  All
the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.


 


14.2.       Notices.  Any
notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as follows:


 


Auddia
Inc.


5755
Central Avenue, Suite C


Boulder,
CO 80301


Attention:
Michale Lawless, CEO


 


 


With
a copy in each case to:


 


Stanley
Moskowitz, Esq.


Bingham
& Associates Law Group APC


Second
Street. Suite 195


Encinitas,
CA 92024


858-523-0100


 


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:


 


VStock
Transfer Company, Inc.


18
Lafayette Place


Woodmere,
NY 11598


Attn:  Compliance
Department


 


 


14.3.       Applicable
law.  The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive.  The Company hereby waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenience forum. Any such process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the
address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon the Company in any action, proceeding or claim.


 


 


 






    	 	14	 



     


    

 


14.4.       Persons
Having Rights under this Agreement.  Nothing in this Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the
parties hereto and the registered holders of the Warrants and, for purposes of Sections 3.3, 9.3 and 9.8, the Underwriter, any
right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. The Underwriters shall be deemed to be an express third-party beneficiary of this Agreement with respect to
Sections 3.3, 9.3 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto (and the Underwriters with respect to the Sections 3.3, 9.3 and
9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.


 


14.5.       Examination
of the Agreement.  A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the city of Woodmere, in the state of New York, for inspection by the registered holder of any Warrant. The
Warrant Agent may require any such holder to submit his Warrant for inspection by it.


 


14.6.       Counterparts.  This
Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


14.7.       Effect
of Headings.  The Section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


14.8       Amendments.  This
Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent of the Underwriter
and the registered holders of a majority of the then outstanding Warrants.


 


14.9       Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


14.10      Force
Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because
of acts of God, strikes, failure of carrier or utilities, equipment or transmission failure or damage that is reasonably beyond
its control, or any other cause that is reasonably beyond its control, such party shall not be liable for damages to the other
for any damages resulting from such failure to perform or otherwise from such causes.  Performance under this Agreement
shall resume when the affected party or parties are able to perform substantially that party’s duties.


 


14.11      Consequential
Damages. Notwithstanding anything in this Agreement to the contrary, neither party to this Agreement shall be liable
to the other party for any consequential, indirect, special or incidental damages under any provision of this Agreement or for
any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if
that party has been advised of or has foreseen the possibility of such damages.


 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


AUDDIA INC.


 


By:________________________________


Name: Michael
Lawless


Title: CEO


 


VSTOCK TRANSFER


 


By:________________________________


Name:


Title:

 


 



    	 	15	 



     


    

 


Exhibit A


 


[FORM OF SERIES
A WARRANT CERTIFICATE]


 


EXERCISABLE ONLY
IF COUNTERSIGNED BY THE WARRANT


AGENT AS PROVIDED
HEREIN.


 


Warrant Certificate
Evidencing Warrants to Purchase


Common Stock, par
value of $0.0001 per share, as described herein.


 


 


 


 


 


AUDDIA INC.


 


No. ___________ [CUSIP_________]


 


VOID AFTER 5:00 P.M.,
NEW YORK TIME,


ON _____ __,
2025


 


This certifies
that ________________________ or registered assigns is the registered holder of _____________________ warrants to purchase certain
securities (each a “Warrant”).  Each Warrant entitles the holder thereof, subject to the provisions
contained herein and in the Agreement (as defined below), to purchase from Auddia Inc., a Delaware corporation (the “Company”),
[_______] shares (collectively, the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company
(“Common Stock”), at the Exercise Price set forth below.  The price per share at which each Warrant
Share may be purchased at the time each Warrant is exercised (the “Exercise Price”) is $4.54 initially, subject
to adjustments as set forth in the Agreement (as defined below).


 


Capitalized terms
used but not defined herein shall have the meaning ascribed to them in the Warrant Agency Agreement, dated as of October __, 2020
(the “Agreement”).


 


Subject to the
terms of the Agreement, each Warrant evidenced hereby may be exercised in whole but not in part at any time, as specified herein,
on any Business Day (as defined below) occurring during the period (the “Exercise Period”) commencing the date
of detachability of the Warrants from the Common Stock as set forth in Section 2.4 of the Agreement and terminating on the earlier
to occur of 5:00 P.M., New York City time, on ___ __, 2025 (the “Expiration Date”). Each Warrant
remaining unexercised after 5:00 P.M., New York City time, on the Expiration Date shall become void, and all rights of the holder
of this Warrant Certificate evidencing such Warrant shall cease.


 


The holder of
the Warrants represented by this Warrant Certificate may exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M.,
New York time, on any Business Day during the Exercise Period (the “Exercise Date”) to VStock Transfer Company,
Inc. (the “Warrant Agent”, which term includes any successor warrant agent under the Agreement described below)
at its corporate trust department at_________________________, (i) this Warrant Certificate or, in the case of a Book-Entry Warrant
Certificate (as defined in the Agreement), the Warrants to be exercised (the “Book-Entry Warrants”) as shown
on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the
Depository designated for such purpose in writing by the Warrant Agent to the Depository, (ii) an election to purchase (“Election
to Purchase”), properly executed by the holder hereof on the reverse of this Warrant Certificate or properly executed
by the institution in whose account the Warrant is recorded on the records of the Depository (the “Participant”),
and substantially in the form included on the reverse of this Warrant Certificate and (iii) the Exercise Price for each Warrant
to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in
immediately available funds, unless cashless exercise is permitted under the Agreement.


 


 


 


 






    	 	16	 



     


    

 


As used herein,
the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in
The City of New York are authorized or required by law or executive order to remain closed.


 


Warrants may be
exercised only in whole numbers of Warrants.  No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but rather the number of Warrant Shares to be issued shall be rounded up or down, as applicable, to the nearest whole
number. If fewer than all of the Warrants evidenced by this Warrant Certificate are exercised, a new Warrant Certificate
for the number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided
in Section 2 of the Agreement, and delivered to the registered holder of this Warrant Certificate at the address specified on the
books of the Warrant Agent or as otherwise specified by such registered holder.


 


This Warrant Certificate
is issued under and in accordance with the Agreement, between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Agreement, to all of which terms and provisions the holder of this Warrant Certificate and the beneficial
owners of the Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the Agreement
are on file and can be inspected at the above-mentioned office of the Warrant Agent and at the office of the Company at 5755 Central
Avenue, Suite C, Boulder, CO 80301


 


The Warrant shall
also be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to
make any cash payments or net cash settlement to the registered holder in lieu of issuance of the Warrant Shares. Upon a “cashless
exercise”, the Holder shall be entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A)	=	the VWAP (defined below) on the Business Day immediately preceding the date on which the registered holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;


 


	 	(B)	=	the Exercise Price of the Warrant, as it may have been adjusted hereunder; and


 


	 	(X)	=	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Upon receipt of
an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to
the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate
and transmit to the Warrant Agent, and the Warrant Agent shall have no obligation under this section to calculate, the number of
Warrant Shares issuable in connection with the cashless exercise.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (each, a “Trading Market”), the daily volume weighted average price of the Common Stock for such date
(or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not
then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the
Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


The Exercise Price
and the number of Warrant Shares purchasable upon the exercise of each Warrant shall be subject to adjustment as provided pursuant
to Section 4 of the Agreement.


 


 


 


 



    	 	17	 



     


    

 


Upon
due presentment for registration of transfer or exchange of this Warrant Certificate at the stock transfer division of the Warrant
Agent, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 5 of the Agreement,
in the name of the designated transferee one or more new Warrant Certificates of any authorized denomination evidencing in the
aggregate a like number of unexercised Warrants, subject to the limitations provided in the Agreement.


 


Neither this Warrant
Certificate nor the Warrants evidenced hereby entitles the registered holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors
of the Company or any other matter.


 


The Agreement
and this Warrant Certificate may be amended as provided in the Agreement including, under certain circumstances described therein,
without the consent of the holder of this Warrant Certificate or the Warrants evidenced thereby.


 


THIS WARRANT
CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.


 


This Warrant Certificate
shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purpose, and no Warrant evidenced hereby
may be exercised, unless this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent.


 


 IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.


 


 


 


Dated as of ________
__, 2020


 


 


 


AUDDIA
INC.


 


 


By:  ________________________


Name:


Title:


 


 


 


VStock Transfer
Company, Inc.


as Warrant Agent


 


 


By:  ________________________


Name:


Title:


 


 



    	 	18	 



     


    

 


Instructions
for Exercise of Warrant


 


To exercise the
Warrants evidenced hereby, the holder or Participant must, by 5:00 P.M., New York time, on the specified Exercise Date, deliver
to the Warrant Agent at its stock transfer division, a certified or official bank check or a bank wire transfer in immediately
available funds, in each case payable to the Warrant Agent at Account No. ____, in an amount equal to the Exercise Price in
full for the Warrants exercised.  In addition, the Warrant holder or Participant must provide the information required
below and deliver this Warrant Certificate to the Warrant Agent at the address set forth below and the Book-Entry Warrants to the
Warrant Agent in its account with the Depository designated for such purpose.  The Warrant Certificate and this Election
to Purchase must be received by the Warrant Agent by 5:00 P.M., New York time, on the specified Exercise Date.


 


ELECTION TO
PURCHASE


TO BE EXECUTED
IF WARRANT HOLDER DESIRES


TO EXERCISE
THE WARRANTS EVIDENCED HEREBY


 


The undersigned
hereby irrevocably elects to exercise, on __________, ____ (the “Exercise Date”), _____________ Warrants, evidenced
by this Warrant Certificate, to purchase, _________________ shares (the “Warrant Shares”) of Common Stock, par
value of $0.0001 per share (the “Common Stock”) of Auddia Inc., a Delaware corporation (the “Company”),
and represents that on or before the Exercise Date


 


[   ]
such holder has tendered payment for such Warrant Shares by certified or official bank check or bank wire transfer in immediately
available funds to the order of the Company c/o VStock Transfer Company, Inc., 18 Lafayette Place, Woodmere, NY 11598, in the amount
of $_____________ in accordance with the terms hereof, or


 


  [  ]
the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3.3.7
of the Agreement, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in subsection 3.3.7.


 


The undersigned
requests that said number of Warrant Shares be in fully registered form, registered in such names and delivered, all as specified
in accordance with the instructions set forth below.


 


If said number
of Warrant Shares is less than all of the Warrant Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
evidencing the remaining balance of the Warrants evidenced hereby be issued and delivered to the holder of the Warrant Certificate
unless otherwise specified in the instructions below.


 


Dated:  ______________ __,
____


 


Name
__________________________


(Please Print)


 


/   /   /   /
- /   /   /- /   /   /   /   /


(Insert Social
Security or Other Identifying Number of Holder)


 


Address________________________


________________________


 


Signature
_______________________


 


 


This Warrant may
only be exercised by presentation to the Warrant Agent at one of the following locations:


 


By
hand at:


 


 


By
mail at:


 


 



    	 	1	 



     


    

 


The method of
delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate
will be deemed to be made only when actually received by the Warrant Agent.  If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended.  In all cases, sufficient time should be allowed to
assure timely delivery.


 


(Instructions
as to form and delivery of Warrant Shares and/or Warrant Certificates)


 


 


Name in which
Warrant Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate:


 


 


 


Address to which
Warrant Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the
books of the Warrant Agent:


 


______________________________


(Street
Address)


 


______________________________


(City
and State) (Zip Code)


 


Name in which
Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder
of this Warrant Certificate:


 


 


 


Address to which
certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of
this Warrant Certificate as shown on the books of the Warrant Agent:


 


______________________________


(Street
Address)


 


______________________________


(City
and State) (Zip Code)


 


Dated:
                                                   


 


______________________________


Signature


 


Signature must
conform in all respects to the name of the holder as specified on the face of this Warrant Certificate.  If Warrant Shares,
or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof
or are to be delivered to an address other than the address of such holder as shown on the books of the Warrant Agent, the above
signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities
Exchange Act of 1934, as amended).


 


 


 


 






    	 	2	 



     


    

 


SIGNATURE GUARANTEE


 


 


Name of Firm:                                                                                                                      


 


Address:                                                                                                                                


 


Area Code and
Telephone Number:                                                                                    


 


Authorized Signature:
                                                                                                         


 


Print Name:                                                                                                                           


 


Title:                                                                                                                                      


 


Dated:                                                       ,
202___


 


 


 


 


 


 


 


 


 


 


 






    	 	3	 



     


    

 


ASSIGNMENT


 


(FORM OF ASSIGNMENT
TO BE EXECUTED IF WARRANT HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)


 


FOR VALUE RECEIVED,
_________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO


 


                                                                                                                                                                                                                                       


(Please
print name and address


including zip
code of assignee)


 


                                                                                                                    


(Please insert
social security or other identifying number of assignee)


 


 


the rights represented
by the within Warrant Certificate and does hereby irrevocably constitute and appoint


                                                                                                                    
Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the
premises.


 


Dated:


 


 


_____________________________________________


Signature


 


(Signature
must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature
guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934,
as amended).


 


SIGNATURE GUARANTEE


 


Name of Firm     _________________________________


 


Address      ____________________________________


 


Area Code and
Telephone Number     _________________


 


Authorized
Signature     ___________________________


 


Print Name     ______________________________


 


Title     ___________________________________


 


Dated:     __________________________,
202___


 


 


 


 


 






    	 	4