AUDIOEYE INC — Director's Dealing 2020

May 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUDIOEYE INC (AEYE)
CIK: 0001362190
Period of Report: 2020-05-20

Reporting Person: Sero Capital LLC (Director, 10% Owner)
Reporting Person: Moradi David (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	A	17857	—	Acquired	184306	Direct
2020-05-20	Common Stock	A	11280	—	Acquired	195586	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2584598	Indirect

Footnotes

F1: Securities of AudioEye, Inc. (the "Issuer") held directly by David Moradi.

F2: Reflects the grant of restricted stock units ("RSUs") under the AudioEye, Inc. 2019 Equity Incentive Plan, as amended and restated on May 18, 2020 (the "Plan"), which RSUs will vest on November 8, 2020, subject to the Reporting Person'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.

F3: Reflects the grant of RSUs under the Plan, which RSUs will vest on the first anniversary of the Grant Date (i.e., on May 20, 2021), subject to the Reporting Person's continuing service with the Issuer through such date, and will be settled on the earlier of (i) the 7th anniversary of the Grant Date (i.e., on May 20, 2027) and (ii) immediately prior to a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

F4: 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.