Auddia Inc. announced that it has entered into a common stock purchase agreement with new investor White Lion Capital, LLC to issue common shares for the gross proceeds of $10,000,000 on November 6, 2023. The number of shares sold pursuant to any such notice may not exceed the lesser of 30% of the Average Daily Trading Volume for the Common Stock traded on Nasdaq and $1,000,000 divided by the highest closing price of the Common Stock over the most recent five business days immediately preceding receipt of the applicable Purchase Notice from the Company, and can be increased at any time at the sole discretion of White Lion, up to 9.99% of the outstanding shares of the Company . The Company may terminate the Common Stock Purchase Agreement at any time in the event of a material breach of the Common Stock Purchase Agreement by White Lion, which shall be effected by written notice being sent by the Company to White Lion.

In addition, the Common Stock Purchase Agreement shall automatically terminate on the earlier of the end of the Commitment Period or 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. No termination of the Common Stock Purchase Agreement will affect the registration rights provisions contained in the White Lion RRA described below. The Common Stock Purchase Agreement and the White Lion RRA contain customary representations, warranties, conditions and indemnification obligations of the parties.

The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. In the Common Stock Purchase Agreement, White Lion represented to the Company that it is an ?accredited investor?, as defined in Rule 501 promulgated under the Securities Act, and the Company?s offer and sale of the Common Stock under the Common Stock Purchase Agreement are being made in reliance upon the exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder.