Exhibit 10.1


 


EXCHANGE AGREEMENT


 


 


THIS EXCHANGE AGREEMENT (the
 “Agreement”) is dated this [__] day of [_____], by and among Summit Wireless Technologies, Inc., a Delaware
corporation (the “Company”) and [________] (the “Holder”).


 


WHEREAS, the Holder beneficially
owns and holds the securities of the Company as set forth on Exhibit A hereto (the “Original Securities”);


 


WHEREAS, the Holder desires
to exchange (the “Exchange”) the Original Securities for [_____] shares of Common Stock, par value $0.0001, (“Common
Stock”) and [_____] Common Stock purchase warrants to purchase up to [_____] shares of Common Stock with an exercise price of
$[___] per share (“Exchange Securities”) as set forth and memorialized on Exhibit B hereto, and the Company
desires to convey the Exchange Securities in exchange for the Original Securities and, all on the terms and conditions set forth in this
Agreement in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”); and


 


WHEREAS, upon the consummation
of the transactions contemplated hereby, the Holder shall no longer own any Original Securities, and the Company shall cancel the certificate(s)
and other physical documents evidencing the ownership of the Original Securities.


 


NOW, THEREFORE, in consideration
of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Holder hereby agree as follows:


 


Section 1. Exchange.
Subject to and upon the terms and conditions set forth in this Agreement, the Holder agrees to surrender to the Company the Original Securities
and, in exchange therefor, the Company shall convey to the Holder the Exchange Securities.


 


1.1 Closing.
On the Closing Date (as defined below), the Company will convey and deliver (or cause to be conveyed and delivered) the Exchange Securities
to the Holder, or in the name of a custodian or nominee of the Holder, or as otherwise requested by the Holder in writing, and the Holder
will surrender to the Company the Original Securities for cancellation. The closing of the Exchange shall occur as on the date hereof,
or as soon thereafter as the parties may mutually agree in writing (the “Closing Date”), subject to the provisions
of Section 4 and Section 5 herein.


 


1.2 Section 3(a)(9).
Assuming the accuracy of the representations and warranties of each of the Company and the Holder set forth in Sections 2 and 3 of this
Agreement, the parties acknowledge and agree that the purpose of such representations and warranties is, among other things, to ensure
that the Exchange qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act.


 






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Section 2. Representations
and Warranties of the Company. The Company represents and warrants to the Holder that:


 


2.1 Organization
and Qualification. Except as set forth on Schedule 2.1, the Company is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority
to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company, nor any Subsidiary
is in violation or default of any of the provisions of its respective certificate or certificates of incorporation, bylaws or other organizational
or charter documents. Each of the Company is duly qualified to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in: a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company,
taken as a whole (a “Material Adverse Effect”).


 


2.2 Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith. This
Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company
and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable
against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


2.3 Issuance
of Exchange Securities. The issuance of the Exchange Securities by the Company is duly authorized and, upon conveyance in accordance
with the terms hereof, the Exchange Securities shall be validly issued, fully paid and non-assessable. Upon issuance and conveyance in
accordance herewith, the conveyance by the Company of the Exchange Securities is exempt from the registration requirements of the Securities
Act under Section 3(a)(9) of the Securities Act.


 






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2.4 No Conflicts.
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the
issuance of the Exchange Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not
conflict with or violate any provision of the Company’s certificate of incorporation, bylaws or other organizational or charter
documents.


 


2.5 Acknowledgment
Regarding the Exchange. The Company acknowledges and agrees that the Holder is acting solely in the capacity of an arm’s length
third party with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges the Holder is not
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions
contemplated hereby, and any advice given by the Holder or any of its representatives or agents in connection with this Agreement is merely
incidental to the Exchange.


 


2.6 No Commission;
No Other Consideration. The Company has not paid or given, and has not agreed to pay or give, directly or indirectly, any commission
or other remuneration for soliciting the Exchange. The Exchange Securities are being conveyed exclusively for the exchange of the Original
Securities and no other consideration has or will be paid for the Exchange Securities.


 


2.7 3(a)(9) Representation.
The Company has not, nor has any person acting on its behalf, directly or indirectly made any offers or sales of any security or solicited
any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchange Securities pursuant
to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company
from delivering the Exchange Securities to the Holder pursuant to Section 3(a)(9) of the Securities Act, nor will the Company take any
action or steps that would cause the Exchange, issuance and delivery of the Exchange Securities to be integrated with other offerings
to the effect that the delivery of the Exchange Securities to the Holder would be seen not to be exempt pursuant to Section 3(a)(9) of
the Securities Act.


 


2.8 No Third-party
Advisors. Other than legal counsel, the Company has not engaged any third parties to assist in the solicitation with respect to the
Exchange.


 


2.9 SEC Reports;
Financial Statements.  The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including
pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company
was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  


 






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2.10 [Reserved.].  


 


2.11 Filings,
Consents and Approvals.  Other than as set forth on Schedule 2.11, the Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local
or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the settlement
documents.


 


2.12 Capitalization.  The
capitalization of the Company is as set forth in the SEC Reports.  No Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.  Except
as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving
any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.
The issuance of the Exchange Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other
than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or
reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further
approval or authorization of any stockholder, the Board of Directors or others is required for the issuance of the Exchange Shares.  There
are no stockholders’ agreements or other similar agreements with respect to the Company’s capital stock to which the Company
is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


2.13 Shell Company
Status. The Company is not currently, and within the past three years has not been, an issuer identified in Rule 144(i)(1) under the
Securities Act.


 


2.14 DTC Eligibility.
The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common
Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.


 






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2.15 Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event,
occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has
not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course
of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements
pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the
Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or
made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to
any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the
Commission any request for confidential treatment of information. Except for the issuance of the Exchange Shares contemplated by this
Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur
or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition,
that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made, which for purposes
of this Agreement, Trading Day shall refer to any day on which The NASDAQ Stock Market LLC is open for trading business.


  


2.16 Litigation.  Other
than as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,
to the knowledge of the Company, threatened against or affecting the Company or any of its properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Exchange
Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.  


 


2.17 Compliance. Except
as set forth in the SEC Reports, neither the Company nor any Subsidiary: (i) is in material default under or in material violation of
(and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a material default by
the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in material default
under or that it is in material violation of, any indenture, loan or credit agreement or any other agreement or instrument set forth in
the Company’s most recent Annual Report on Form 10-K to which it is a party or by which it or any of its properties is bound (whether
or not such default or violation has been waived), (ii) is in material violation of any judgment, decree or order of any court, arbitrator
or other governmental authority or (iii) to its knowledge, is or has been in violation of any statute, rule, ordinance or regulation of
any governmental authority, including without limitation all foreign, federal, state and local laws relating to environmental protection,
occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or
reasonably be expected to result in a Material Adverse Effect.


 






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2.18 Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”),
and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material
Permit.


 


2.19 Transactions
with Affiliates and Employees.  Except as set forth in the SEC Reports, none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.


 


2.20 Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiaries to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents.


 


2.21 No Integrated
Offering. Assuming the accuracy of the Holder’s representations and warranties set forth in Section 3, neither the Company,
nor any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security
or solicited any offers to buy any security, under circumstances that would cause the Exchange to be integrated with prior offerings by
the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act,
or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed
or designated.


 


2.22 Acknowledgment
Regarding Holder’ Exchange of the Original Securities. The Company acknowledges and agrees that the Holder is acting solely
in the capacity of an arm’s length party with respect to the Transaction Documents and the transactions contemplated thereby.


 






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2.23 Office of
Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee
or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”).


 


Section 3. Representations
and Warranties of the Holder. The Holder represents and warrants to the Company that:


 


3.1 Ownership
of the Original Securities. The Holder is the legal and beneficial owner of the Original Securities. The Holder paid for the Original
Securities and has continuously held the Securities since its purchase. The Holder owns the Original Securities outright and free and
clear of any options, contracts, agreements, liens, security interests, or other encumbrances.


 


3.2 No Public
Sale or Distribution. The Holder is acquiring the Exchange Securities in the ordinary course of business for its own account and not
with a view toward, or for resale in connection with, the public sale or distribution thereof; provided, however, that by making the representations
herein, the Holder does not agree to hold any of the Exchange Securities, for any minimum or other specific term and reserves the right
to dispose of the Exchange Securities at any time in accordance with an exemption from the registration requirements of the Securities
Act and applicable state securities laws. Except as contemplated herein, the Holder does not presently have any agreement or understanding,
directly or indirectly, with any person to distribute, or transfer any interest or grant participation rights in, the Original Securities
or the Exchange Securities.


 


3.3 Accredited
Investor and Affiliate Status. The Holder is an “accredited investor” as that term is defined in Rule 501 of Regulation
D under the Securities Act. The Holder is not, and has not been, for a period of at least three months prior to the date of this Agreement
(a) an officer or director of the Company, (b) an “affiliate” of the Company (as defined in Rule 144) (an “Affiliate”)
or (c) a “beneficial owner” of more than ten percent (10%) of the common stock (as defined for purposes of Rule 13d-3 of the
Exchange Act).


 


3.4 Reliance
on Exemptions. The Holder understands that the Exchange is being made in reliance on specific exemptions from the registration requirements
of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s
compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order
to determine the availability of such exemptions and the eligibility of the Holder to complete the Exchange and to acquire the Exchange
Securities.


 






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3.5 Information.
The Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the Exchange which have been requested by the Holder. The Holder has been afforded the opportunity to ask questions of the Company.
Neither such inquiries nor any other due diligence investigations conducted by the Holder or its representatives shall modify, amend or
affect the Holder’s right to rely on the Company’s representations and warranties contained herein. The Holder acknowledges
that all of the documents filed by the Company with the SEC under Sections 13(a), 14(a) or 15(d) of the Exchange Act that have been posted
on the SEC’s EDGAR site are available to the Holder, and the Holder has not relied on any statement of the Company not contained
in such documents in connection with the Holder’s decision to enter into this Agreement and the Exchange.


 


3.6 Risk.
The Holder understands that its investment in the Exchange Securities involves a high degree of risk. The Holder is able to bear the risk
of an investment in the Exchange Securities including, without limitation, the risk of total loss of its investment. The Holder has sought
such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the Exchange.


 


3.7 No Governmental
Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement in connection with the Exchange or the fairness or suitability of the investment in the Exchange
Securities nor have such authorities passed upon or endorsed the merits of the Exchange Securities.


 


3.8 Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute
the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery
and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including,
without limitation, the irrevocable surrender of the Original Securities) will not result in a violation of the organizational documents
of the Holder.


 


3.9 Prior Investment
Experience. The Holder acknowledges that it has prior investment experience, including investment in securities of the type being
exchanged, including the Original Securities and the Exchange Securities, and has read all of the documents furnished or made available
by the Company to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly
speculative nature of this investment.


 


3.10 Tax Consequences.
The Holder acknowledges that the Company has made no representation regarding the potential or actual tax consequences for the Holder
which will result from entering into the Agreement and from consummation of the Exchange. The Holder acknowledges that it bears complete
responsibility for obtaining adequate tax advice regarding the Agreement and the Exchange.


 






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3.11 No Registration,
Review or Approval. The Holder acknowledges, understands and agrees that the Exchange Securities are being exchanged hereunder pursuant
to an exchange offer exemption under Section 3(a)(9) of the Securities Act.


 


Section 4. Conditions Precedent
to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject
to the satisfaction of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may
be waived by the Company at any time in its sole discretion by providing the Holder with prior written notice thereof:


 


4.1 Delivery.
The Holder shall have delivered to the Company the Original Securities.


 


4.2 No Prohibition.
No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any
of the transactions contemplated by this Agreement; and


 


4.3 Representations.
The accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Holder contained
herein (unless as of a specific date therein);


 


Section 5. Conditions Precedent
to Obligations of the Holder. The obligation of the Holder to consummate the transactions contemplated by this Agreement is subject
to the satisfaction of each of the following conditions, provided that these conditions are for the Holder’ sole benefit and may
be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof:


 


5.1 No Prohibition.
No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any
of the transactions contemplated by this Agreement;


 


5.2 Representations.
The representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the Closing
Date (unless as of a specific date therein) for such representations and warranties contained herein that are not qualified by “materiality”
or “Material Adverse Effect” and (ii) shall be true and correct when made and on the Closing Date (unless as of specific date
therein) for such representations and warranties contained herein that are qualified by “materiality” or “Material Adverse
Effect”;


 


5.3       All
Obligations. All obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall
have been performed; and


 






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5.3 No Suspension.
From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the SEC or any Trading Market and,
at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or
limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading
market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have
occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect
on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holder makes it impracticable
or inadvisable to purchase the Exchange Securities at the closing.


 


Section 6. Other Agreements
between the Parties.


 


6.1       Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section
2 of the Securities Act) that would be integrated with the Exchange of the Original Securities in a manner that would require the registration
under the Securities Act of the sale of the Exchange Securities or that would be integrated with the offer of the Exchange Securities
for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of
such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


6.2       Replacement
of Securities. If any certificate or instrument evidencing any of the Exchange Securities is mutilated, lost, stolen or destroyed,
the Company shall convey or cause to be conveyed in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


Section 7. Governing Law;
Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the state of New York, without regard to principles
of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and
the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Agreement
shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of
New York located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the
foregoing courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may
be served inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified
or registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall
be deemed “personal service”) or by personal service or in such other manner as may be permissible under the rules of said
courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.


 






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Section 8. Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were
an original, not a facsimile signature.


 


Section 9. Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


Section 10. Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.


 


Section 11. No Strict Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party.


 


Section 12. Entire Agreement;
Amendments. This Agreement supersedes all other prior oral or written agreements between the Holder, the Company, their affiliates
and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters covered herein and therein. No provision of this Agreement
may be amended other than by an instrument in writing signed by the Company and the Holder. No provision hereof may be waived other than
by an instrument in writing signed by the party against whom enforcement is sought.


 


Section 13. Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (c) one
calendar day (excluding Saturdays, Sundays, and national banking holidays) after deposit with an overnight courier service, in each case
properly addressed to the party to receive the same.


 






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The addresses and facsimile numbers for such communications
shall be:


 


If to the Company:


 


Summit Wireless Technologies, Inc.


Attn: Brett Moyer, Chief Executive Officer


6840 Via Del Oro Ste. 280


San Jose, CA 95119


 


If to the Holder:


 


 


 


 


to the address set forth on its signature
block.


 


or to such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5)
days prior to the effectiveness of such change.


 


Section 14. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,
including any purchasers of the Exchange Securities. Subject to its compliance with applicable federal and state securities laws, the
Holder may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be deemed
to be the Holder hereunder with respect to such assigned rights.


 


Section 15. No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns,
and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


Section 16. Survival of
Representations. The representations and warranties of the Company and the Holder contained in Sections 2 and 3, respectively, will
survive the closing of the transactions contemplated by this Agreement.


 


Section 17. Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, the parties have executed this
Exchange Agreement as of the date first written above.


 


 	Summit Wireless Technologies Inc.	 
	 	 
	 	 
	By:	           	 
	Name:Brett Moyer	 
	Title:Chief Executive Officer	 





  


[Company signature page to the Exchange Agreement]


 






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IN WITNESS WHEREOF, the parties have executed this
Exchange Agreement as of the date first written above.


 


 


 


	
    [__________]

     

     

	By:	           	 


 


 


Address for notice purposes:


 


 


 


 


 


 


[Holder signature page to the Exchange Agreement]


 






    	 	14	 



     


    









 


Exhibit
A


 


Holder Original Securities


 


 


	Holder	Security	Date	Amount
	 	 		 


 





 






    	 	 



     


    




 


EXHIBIT B


 


 


Schedule of Exchanged Securities


 


 


[_____] shares of Common Stock and [_____] common
stock purchase warrants to purchase up to [_____] shares of Common Stock with an exercise price of $[___] per share