X0306 4 2020-08-20 0 0001362190 AUDIOEYE INC AEYE 0001751296 Sero Capital LLC 119 WASHINGTON AVE., SUITE 403 MIAMI BEACH FL 33139 1 1 1 0 See Remarks 0001658843 Moradi David 119 WASHINGTON AVE., SUITE 403 MIAMI BEACH FL 33139 1 1 1 0 See Remarks Common Stock 2020-08-20 4 A 0 55000 A 250586 D Common Stock 2020-08-20 4 A 0 50000 A 300586 D Common Stock 2020-08-20 4 A 0 50000 A 350586 D Common Stock 2731265 I Through Sero Capital LLC Reflects the grant of performance share awards ("PSAs") under the AudioEye, Inc. 2019 Equity Incentive Plan, as amended from time to time (the "Plan"), which PSAs will vest upon the earlier of (i) the Volume Weight Average Price ("VWAP") of AudioEye, Inc.'s (the "Issuer") common stock being in excess of $25 on The Nasdaq Stock Market LLC ("NASDAQ") over 20 Consecutive Trading Days prior to August 20, 2025 while David Moradi is serving as Interim Chief Executive Officer or Chief Strategic Officer of the Issuer or (ii) the termination of David Moradi's employment with the Issuer by the Issuer without cause prior to August 20, 2025, and will be settled promptly after the vesting date. In addition to the shares reported herein, this reflects 40,417 previously granted restricted stock units ("RSUs") under the Plan, of which (i) 11,280 RSUs will vest on December 6, 2020, subject to David Moradi's continuing service with the Issuer through such date, and will be settled on the earlier of (A) December 6, 2026 and (B) immediately prior to a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5), (ii) 17,857 RSUs will vest on November 8, 2020, subject to David Moradi's continuing service with the Issuer through such date, and will be settled promptly after the vesting date but no later than March 15, 2021, and (iii) 11,280 RSUs will vest on May 20, 2021, subject to David Moradi's continuing service with the Issuer through such date, and will be settled on the earlier of (X) May 20, 2027 and (Y) immediately prior to a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5). Securities of the Issuer held directly by David Moradi. Reflects the grant of PSAs under the Plan, which PSAs will vest upon the earlier of (i) the VWAP of the Issuer's common stock being in excess of $50 on NASDAQ over 20 Consecutive Trading Days prior to August 20, 2025 while David Moradi is serving as Interim Chief Executive Officer or Chief Strategic Officer of the Issuer or (ii) the termination of David Moradi's employment with the Issuer by the Issuer without cause prior to August 20, 2025, and will be settled promptly after the vesting date. Reflects the grant of PSAs under the Plan, which PSAs will vest upon the earlier of (i) the VWAP of the Issuer's common stock being in excess of $100 on NASDAQ over 20 Consecutive Trading Days prior to August 20, 2025 while David Moradi is serving as Interim Chief Executive Officer or Chief Strategic Officer of the Issuer or (ii) the termination of David Moradi's employment with the Issuer by the Issuer without cause prior to August 20, 2025, and will be settled promptly after the vesting date. Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Managing Partner of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital. David Moradi serves as Interim Chief Executive Officer and Chief Strategy Officer of the Issuer. In addition to the PSAs reported above, David Moradi was also granted 105,000 PSAs, which are not included on this Form 4, on August 20, 2020, under the Plan that will vest upon the Issuer meeting certain revenue targets. SERO CAPITAL LLC, Name: /s/ David Moradi, Title: Managing Partner 2020-08-24 /s/ David Moradi 2020-08-24