AUDIOEYE INC — Director's Dealing 2021

May 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AUDIOEYE INC (AEYE)
CIK: 0001362190
Period of Report: 2021-05-21

Reporting Person: Tahir Jamil A. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-21	Common Stock	A	6323	—	Acquired	36617	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200000	Indirect

Footnotes

F1: Reflects the grant of restricted stock units ("RSUs") under the AudioEye, Inc. 2020 Equity Incentive Plan, which RSUs will vest on the earlier of (a) one year following the date of the grant or (b) immediately prior to the next annual meeting of stockholders following the date of grant, provided the director's service has not terminated prior to such date. Any of these vested RSUs will be settled on the earlier of (i) the 7th anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death.

F2: The Reporting Person is a Manager of TurnMark Capital LLC, which is the General Partner of TurnMark Partners LP.