Material Agreement (Form 8-K)

Background; Pending Merger Agreement and Interim Bridge Funding for Target Companies

As previously disclosed, on February 17, 2026, Auddia Inc., a Delaware corporation ("Auddia"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), with (among others) McCarthy Finney, Inc. ("McCarthy Finney" or "Holdco"), and Thramann Holdings, LLC ("Thramann Holdings").

Thramann Holdings is a privately held holding company that controls three early stage AI-native operating companies founded by Dr. Jeffrey Thramann: (i) LT350, LLC ("LT350"), (ii) Influence Healthcare, LLC ("Influence"), and (iii) Voyex, LLC ("Voyex"). Dr. Thramann is a serial entrepreneur and inventor, and also the current CEO and Executive Chairman of Auddia.

Upon the closing of the merger ("Merger") contemplated by the Merger Agreement, Thramann Holdings, LT350, Influence and Voyex (each a "Target Company") and Auddia would become subsidiaries of McCarthy Finney. McCarthy Finney will become a publicly traded holding company, and McCarthy Finney common stock would trade publicly under the ticker symbol MCFN.

The closing of the Merger under the Merger Agreement is subject to a number of closing conditions, including the approval of the Merger by the stockholders of Auddia.

On July 17, 2026, Auddia entered into a senior unsecured bridge note (each a "Bridge Note") with each of Thramann Holdings, LT350, Influence, and Voyex. The purpose of the Bridge Notes is to provide a limited amount of interim funding and working capital to the Target Companies while the Merger Agreement is still pending.

The Bridge Notes were reviewed and approved by a Auddia's special committee of independent and disinterested directors (the "Special Committee") and Audit Committee.

The maximum amount to be funded by Auddia under each of the Bridge Notes is up to (i) $360,000 for Thramann Holdings, (ii) $400,000 for LT350; (iii) $590,000 for Influence Healthcare; and (iv) $50,000 for Voyex. Amounts will be funded in tranches as mutually agreed to by the parties. Any advance in excess of $50,000 will require approval of the Auddia's Audit Committee. No further amounts will be funded if the pending Merger Agreement is terminated.

Amendment to the Bridge Notes

On October 16, 2026, the terms of the Bridge Notes were amended. Under this amendment, the maximum amount to be funded by Auddia under each of the Bridge Notes was increased to (i) up to $420,000 for Thramann Holdings, (ii) up to $1,900,000 for LT350; (iii) up to $900,000 for Influence Healthcare; and (iv) up to $85,000 for Voyex.

Except as described above, each of the Bridge Notes otherwise remains in full force and effect in accordance with its existing terms.