SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2018 • Audioeye Inc • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2018, between AudioEye, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • October 1st, 2012 • Audioeye Inc • Real estate investment trusts • New York
This SECURITY AGREEMENT, dated as of August 15, 2012 (this “Agreement”), is among AudioEye, Inc., a Delaware corporation (the “Company”); AudioEye Acquisition Corp., a Nevada corporation (the “Guarantor” and together with the Company, the “Debtors”); and CMGO Investors, LLC, a Delaware limited liability company, its endorsees, transferees and assigns (collectively, the “Secured Parties”).
AT THE MARKET OFFERING AGREEMENT June 5, 2024At the Market Offering Agreement • June 6th, 2024 • Audioeye Inc • Services-prepackaged software • New York
AudioEye, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:
AUDIOEYE, INC. Common Stock At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • February 12th, 2021 • Audioeye Inc • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2013 • Audioeye Inc • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 23, 2013 by and among AudioEye, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 27th, 2019 • Audioeye Inc • Services-prepackaged software • Arizona
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2019, with an effective date of January 1, 2019 (the “Effective Date”), by and between AudioEye, Inc., a Delaware corporation with an address at 5210 East Williams Circle, Suite 750, Tucson, Arizona 85711 (the “Company”), and Lonny Sternberg, a natural person (“Executive”).
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 31st, 2018 • Audioeye Inc • Services-prepackaged software • New York
SECOND AMENDMENT TO COMMON STOCK WARRANT NO. 2014-B-06Common Stock Warrant • October 16th, 2017 • Audioeye Inc • Services-prepackaged software
THIS SECOND AMENDMENT dated as of October 11, 2017 (this “Amendment”) to that certain Common Stock Warrant No. 2014-B-06, dated as of January 15, 2015 and amended as of April 18, 2016, is entered into by and between AudioEye, Inc., a Delaware corporation (the “Company”), an David Moradi, an individual (the “Holder”). When provisions herein apply to both or either the Company or the Holder, they sometimes are referred to as “Parties” or “Party.”
ContractServices Agreement • October 21st, 2011 • Audioeye Inc • Delaware
ContractRoyalty Agreement • October 21st, 2011 • Audioeye Inc • Delaware
ContractLoan and Security Agreement • March 7th, 2024 • Audioeye Inc • Services-prepackaged software
This Loan and Security Agreement (“Agreement”), dated as of November 30, 2023 (the “Closing Date”), is entered into by Borrowers and other Loan Parties whose names appear on the Loan Chart below and SG Credit Partners, Inc., a Delaware corporation (“Lender”).
COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • December 22nd, 2016 • Audioeye Inc • Services-prepackaged software • Delaware
This Common Stock and Warrant Purchase Agreement (this “Agreement”) is made and entered into as of December 19, 2016, by and among AudioEye, Inc., a Delaware corporation (the “Company”), and the investors set forth on Exhibit A attached hereto (each an “Investor” and collectively, the “Investors”).
AUDIOEYE, INC. COMMON STOCK WARRANTCommon Stock Warrant • March 27th, 2019 • Audioeye Inc • Services-prepackaged software • Delaware
This Common Stock Warrant (this “Warrant”) is issued as of September 26, 2018, by AudioEye, Inc., a Delaware corporation (the “Company”), to Equity Trust Custodian, FBO Alexandre Zyngier IRA (the “Holder”) in connection with that certain Convertible Promissory Note No. PM-31 dated as of September 26, 2018, (the “Note”), according to the terms of that certain Note and Warrant Purchase Agreement, dated as of October 9, 2015, by and between the Company and the other parties thereto (as the same may from time to time be amended, modified, extended, renewed or restated, the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
Performance Share Unit AgreementPerformance Share Unit Agreement • August 9th, 2013 • Audioeye Inc • Real estate investment trusts • Delaware
This Performance Share Unit Agreement (this “Agreement”) is made and entered into as of August 7, 2013 (the “Grant Date”) by and between AudioEye, Inc., a Delaware corporation (the “Company”) and Sean Bradley (the “Grantee”).
FIRST AMENDMENT TO WARRANT NO. 2016-A-18Warrant Agreement • October 16th, 2017 • Audioeye Inc • Services-prepackaged software
THIS FIRST AMENDMENT dated as of October 11, 2017 (this “Amendment”) to that certain Warrant No. 2016-A-18, dated as of April 18, 2016, is entered into by and between AudioEye, Inc., a Delaware corporation (the “Company”), and Anthion Partners II, LLC, Delaware corporation (the “Holder”). When provisions herein apply to both or either the Company or the Holder, they sometimes are referred to as “Parties” or “Party.”
ContractMaster Agreement • October 21st, 2011 • Audioeye Inc • Delaware
AUDIOEYE, INC. COMMON STOCK WARRANTWarrant Agreement • December 22nd, 2016 • Audioeye Inc • Services-prepackaged software • Delaware
This Common Stock Warrant (this “Warrant”) is issued as of December [__], 2016, by AudioEye, Inc., a Delaware corporation (the “Company”), to [_______] (the “Holder”) in connection with that certain Common Stock and Warrant Purchase Agreement, dated as of December 19, 2016, by and between the Company and the other parties thereto (as the same may from time to time be amended, modified, extended, renewed or restated, the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 12th, 2021 • Audioeye Inc • Services-prepackaged software
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of September 17, 2021 (the “Amendment Effective Date”), by and between AudioEye, Inc. (the “Company”) and Dominic Varacalli (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2022 • Audioeye Inc • Services-prepackaged software • Florida
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2022 (“Effective Date”), by and between AudioEye, Inc. (the “Company”), and David Moradi, a natural person (“Executive”).
SECOND AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • October 16th, 2017 • Audioeye Inc • Services-prepackaged software • Delaware
THIS SECOND AMENDMENT dated as of October 11, 2017 (this “Amendment”) to that certain Note and Warrant Purchase Agreement, dated as of October 9, 2015, is entered into by and between AudioEye, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages hereto (each an “Investor” and collectively, the “Investors”). When provisions herein apply to both or either the Company or the Investors, they sometimes are referred to as “Parties” or “Party.”
AUDIOEYE, INC. COMMON STOCK WARRANTWarrant Agreement • August 16th, 2019 • Audioeye Inc • Services-prepackaged software • Delaware
This Common Stock Warrant (this “Warrant”) is issued as of August 14, 2019 (the “Original Issue Date”), by AudioEye, Inc., a Delaware corporation (the “Company”), to Sero Capital LLC, a Delaware limited liability company (the “Holder”), in connection with that certain Loan Agreement, dated as of August 14, 2019, by and between the Company and the Holder (as the same may from time to time be amended, modified, extended, renewed or restated, the “Loan Agreement” and, together with this Warrant, the “Transaction Agreements”).
LOAN AGREEMENTLoan Agreement • August 16th, 2019 • Audioeye Inc • Services-prepackaged software • Delaware
THIS LOAN AGREEMENT (this “Agreement”) is dated as of August 14, 2019, between AUDIOEYE, INC., a Delaware corporation (the “Borrower”) and SERO CAPITAL, LLC, a Delaware limited liability company (“Lender”).
AUDIOEYE, INC. STOCK OPTION AGREEMENT FOR AgreementStock Option Agreement • March 27th, 2019 • Audioeye Inc • Services-prepackaged software • Delaware
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 11th, 2021 • Audioeye Inc • Services-prepackaged software
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of May 18, 2021 (the “Amendment Effective Date”), by and between AudioEye, Inc. (the “Company”) and Carr Bettis (“Executive”).
SECURITY AGREEMENTSecurity Agreement • October 16th, 2015 • Audioeye Inc • Services-prepackaged software • Delaware
THIS SECURITY AGREEMENT is made as of October 9, 2015 by AudioEye, Inc., a Delaware corporation having its principal office at 5210 E Williams Cir, Tucson, Arizona 85711 (the “Debtor”) in favor of [__________________________] (in such capacity, the “Agent”) as security agent for the parties listed on Exhibit A attached hereto (together with the Agent, each individually a “Secured Party” and collectively, the “Secured Parties”).
SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeverance Agreement • June 11th, 2021 • Audioeye Inc • Services-prepackaged software • Arizona
On March 9, 2021, pursuant to the Employment Agreement by and between AudioEye, Inc. (“AudioEye”) and you effective May 16, 2019 (the “Employment Agreement”), you were notified that the Term of your Employment Agreement (as defined in the Employment Agreement) would not renew and would expire on May 15, 2021. Your employment terminated on May 17, 2021 (the “Separation Date”). You and AudioEye have now agreed to the terms related to your separation of employment, including AudioEye making a severance payment available to you (the “Severance Benefits”), subject to the terms of this Severance Agreement and General Release of All Claims (the “Agreement”).
Consulting AgreementConsulting Agreement • August 21st, 2023 • Audioeye Inc • Services-prepackaged software • Washington
This Consulting Agreement (this “Agreement”) is effective as of September 30, 2023 (the “Effective Date”) by and between Dominic Varacalli (“Consultant”), and AudioEye, Inc., a Delaware corporation (“Client”).
AUDIOEYE, INC. (a Delaware corporation) Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2020 • Audioeye Inc • Services-prepackaged software • New York
OMNIBUS AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTESSecured Convertible Promissory Notes • April 19th, 2016 • Audioeye Inc • Services-prepackaged software • Delaware
THIS AMENDMENT dated as of April 18, 2016 (this “Amendment”) to the Notes (as defined below), is entered into by and between AudioEye, Inc., a Delaware corporation (the “Company”), and Anthion Partners II, LLC, a [●] (the “Holder”). When provisions herein apply to both or either the Company or the Holder, they sometimes are referred to as “Parties” or “Party.”
SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeverance Agreement • March 30th, 2020 • Audioeye Inc • Services-prepackaged software • Arizona
Your last day of employment with AudioEye, Inc. (“AudioEye”) is January 17, 2020 (the “Termination Date”). AudioEye generally does not provide employees with unearned compensation upon their separation from employment. Ordinarily, therefore, you would not be entitled to any pay in addition to what you have earned and what is specified in and being paid to you under your September 16, 2019 your Second Amended and Restated Executive Employment Agreement (“Employment Agreement”). But under the circumstances, where AudioEye has made the business decision to lay off multiple employees, AudioEye has decided to offer you certain additional compensation (“Severance Payment”) beyond the severance compensation that is provided for in Paragraph 6 of your Employment Agreement, subject to the terms of this Severance Agreement and General Release of All Claims (“Agreement”).
Performance Share Unit AgreementPerformance Share Unit Agreement • August 9th, 2013 • Audioeye Inc • Real estate investment trusts • Delaware
This Performance Share Unit Agreement (this “Agreement”) is made and entered into as of August 7, 2013 (the “Grant Date”) by and between AudioEye, Inc., a Delaware corporation (the “Company”) and Nathaniel Bradley (the “Grantee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 8th, 2015 • Audioeye Inc • Services-prepackaged software • Arizona
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of July, 2015 (the “Effective Date”), by and between AudioEye, Inc., a Delaware corporation with an address at 5210 E. Williams Circle, Suite 500, Tucson, Arizona 85711 (the “Company”), and Carr Bettis, a natural person (“Executive”).
AUDIOEYE, INC. Performance Stock Unit AgreementPerformance Stock Unit Agreement • December 10th, 2020 • Audioeye Inc • Services-prepackaged software • Delaware
AudioEye, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 6th, 2015 • Audioeye Inc • Services-prepackaged software • Delaware
This Separation and Release Agreement (this “Agreement”) is made and entered into by and between Paul R. Arena (“Employee” or “You”), on the one hand, and AudioEye, Inc., a Delaware corporation, on the other (the “Company” or “Employer”). Employee and the Company are sometimes each referred to herein as a “Party” and collectively, as the “Parties.” Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Employment Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2018 • Audioeye Inc • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [_______], 2018, between AudioEye, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
