0001144204-15-059691 Sample Contracts

AUDIOEYE, INC. COMMON STOCK WARRANT
Warrant Agreement • October 16th, 2015 • Audioeye Inc • Services-prepackaged software • Delaware

This Common Stock Warrant (this “Warrant”) is issued as of October [__], 2015, by AudioEye, Inc., a Delaware corporation (the “Company”), to [_______] (the “Holder”) in connection with that certain Secured Convertible Promissory Note [No. ] dated as of October [__], 2015, (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.

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SECURITY AGREEMENT
Security 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”).

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • October 16th, 2015 • Audioeye Inc • Services-prepackaged software • Delaware

This Note and Warrant Purchase Agreement (this “Agreement”) is made and entered into as of October 9, 2015, 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”).

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