AUDIOEYE INC

The 2019 Plan provides for accelerated vesting of time-based equity awards and the 2020 Equity Plan provides for vesting of time-based equity awards or performance-based equity awards based on both (1) the occurrence of a change in control and (2) an accompanying involuntary termination of service without cause or a termination for good reason, within 12 months after the change in control (other than in the event awards are not continued, assumed, or replaced in connection with a corporate transaction, in which case they will accelerate upon the change in control, or in the event the award agreement provides otherwise). For a change in control not involving a corporate transaction, both the 2019 Plan and the 2020 Equity Plan provide Compensation Committee with discretion to accelerate vesting of outstanding equity awards. Pursuant to the terms of the PSU award agreements, in the event of either type of change of control, the number of units that will accelerate will be based on actual performance through the date of the change in control or termination of employment, as applicable.

As described above, the Moradi Employment Agreement provides that any unvested RSUs held by Mr. Moradi will become fully vested if his employment is terminated by the Company without cause or due to his death, or if there is a change in control of the Company that involves a corporate transaction at any time before the RSUs are fully vested. In addition, the terms of the PSAs granted to Mr. Moradi in August 2020 provide that any unvested PSAs under that award

will become fully vested if, on or prior to the specified expiration date, Mr. Moradi’s employment is terminated by the Company without cause.

If any such accelerated vesting had occurred on December 31, 2024, then each of our NEOs serving on such date would have had RSUs, PSUs and PSAs accelerate having the values set forth in the table below, assuming that any performance goals related to the period ended December 31, 2024 were deemed to have been satisfied as the target level of performance. No other equity awards held by our NEOs as of such date would have had any value upon acceleration. The value of the accelerated equity awards set forth in the table is based on the $15.21 closing price of our stock on December 31, 2024.