Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V43623-P11569-Z87454 AUDIOEYE, INC. 5210 E. WILLIAMS CIRCLE, SUITE 750 TUCSON, ARIZONA 85711 AUDIOEYE, INC. 2024 Annual Meeting Vote by May 23, 2024 11:59 PM ET You invested in AUDIOEYE, INC. and it’s time to vote! This is an Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 24, 2024. Vote Virtually at the Meeting* May 24, 2024 10:00 a.m., Eastern Time Virtually at: www.virtualshareholdermeeting.com/AEYE2024 *Please check the meeting materials for any special requirements for meeting attendance. Get informed before you vote View the Notice and Proxy Statement and the Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 10, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V43624-P11569-Z87454 THIS IS NOT A VOTABLE BALLOT This is an overview of the more complete proxy materials that are available on the Internet or by mail. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. 1. Election of Directors For Nominees: 01) Dr. Carr Bettis 02) Anthony Coelho 03) Dr. Katherine E. Fleming 04) David Moradi 05) Jamil Tahir 2. To approve, by non-binding advisory vote, the compensation of AudioEye, Inc.’s named executive officers. For 3. To approve amendments to the AudioEye, Inc. 2020 Equity Incentive Plan. For 4. To approve an amendment to AudioEye, Inc.’s Restated Certificate of Incorporation. For 5. To ratify the appointment of MaloneBailey, LLP as AudioEye, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2024. For NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof.

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