Exhibit 10.1


 


PLACEMENT AGENCY AGREEMENT





 


June 9, 2020


 


Summit Wireless
Technologies, Inc


6840 Via Del Oro


Suite 280, San Jose, California


Attention: Brett Moyer, CEO


Email: bmoyer@summitwireless.com


 


Dear Mr. Moyer:


 


This
letter (the “Agreement”) constitutes the agreement by and between Maxim Group LLC (“Maxim”
or the “Placement Agent”) and Summit Wireless Technologies, Inc., a company incorporated under the laws
of the State of Delaware (the “Company”), pursuant to which the Placement Agent shall serve as the placement
agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”)
of registered common stock (the “Shares”) of the Company, par value $0.0001 per share (“Common Stock”)
and unregistered warrants to purchase shares of Common Stock (the “Warrants” and together with the Shares,
the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company
and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing
herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation
for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by
the Company and the Purchasers in connection with the Placement, including but not limited to the Purchase Agreement (as defined
below) and the form of the Warrants, shall be collectively referred to herein as the “Transaction Documents.”
The date of the closing of the Placement shall be referred to herein as the “Closing Date.” The Company expressly
acknowledges and agrees that the obligations of the Placement Agent hereunder are on a reasonable best efforts basis only and
that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does
not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent with respect
to securing any other financing on behalf of the Company. Following the prior written consent of the Company, the Placement Agent
may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The
sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase Agreement”)
between the Company and such Purchaser in a form mutually agreed upon by the Company and the Placement Agent. Capitalized terms
that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of
any Purchase Agreement, executive officers of the Company will be available upon reasonable notice and during normal business
hours to answer inquiries from prospective Purchasers.


 


SECTION 1.       REPRESENTATIONS
AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.            Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein
by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing
Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:


 






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1.            The
Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-3 (Registration No. 333-233433), and amendments thereto, and related preliminary prospectuses, for
the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, which registration
statement, as so amended (including post-effective amendments, if any) became effective on September 6, 2019. At the time of such
filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements
set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission
pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”)
of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating
to the placement of the Shares and the plan of distribution thereof and has advised the Placement Agent of all further information
(financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the
exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”;
such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”;
and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in
this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and
include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on
or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be;
and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with
respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include
the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or
the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included,” “described,”
 “referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or
the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements
and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base
Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement
or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending
or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “Free
Writing Prospectus” has the meaning set forth in Rule 405 under the Securities Act.


 


2.            The
Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required
by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective,
complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and
did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus and
the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange
Act and the applicable Rules and Regulations. Each of the Base Prospectus, and the Prospectus Supplement, as amended or supplemented,
did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated
Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act
and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained
any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect
to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances
under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus,
or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements
of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events
arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth
therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection
with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will
not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus,
or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described
or filed as required or (y) will not be filed within the requisite time period.


 






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3.            The
Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any Free Writing Prospectus.


 


4.            There
are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company,
any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and SEC Reports.


  


B.            Covenants
of the Company.


 


1.                  
The Company has delivered or made available, or will as promptly as practicable deliver or make available, to the Placement
Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed
as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, and the Prospectus
Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither
the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date,
any offering material in connection with the offering and sale of the Securities pursuant to the Placement other than the Base
Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and
any other materials permitted by the Securities Act.


 


2.                  
The Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment to
the Registration Statement has been filed or becomes effective or any supplement to the Base Prospectus or the final Prospectus
has been filed and will furnish the Placement Agent with copies thereof. The Company will file promptly all reports and any definitive
proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d)
of the Exchange Act subsequent to the date of any Prospectus and for so long as the delivery of a prospectus is required in connection
with the Placement. The Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request by
the Commission to amend the Registration Statement or to amend or supplement any Prospectus or for additional information, and
(ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order
preventing or suspending the use of the Base Prospectus or the final Prospectus or any prospectus supplement or any amendment or
supplement thereto or any post-effective amendment to the Registration Statement, of the suspension of the qualification of the
Securities for offering or sale in any jurisdiction, of the institution or threatened institution of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or a Prospectus or
for additional information. The Company shall use its best efforts to prevent the issuance of any such stop order or prevention
or suspension of such use.  If the Commission shall enter any such stop order or order or notice of prevention or suspension
at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment, or will
file a new registration statement and use its best efforts to have such new registration statement declared effective as soon as
practicable.  Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and
430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use
its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in a timely
manner by the Commission.


 






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3.                  
The Company will cooperate with the Placement Agent and the Purchasers in endeavoring to qualify the Securities for sale
under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Purchasers may reasonably
request and will make such applications, file such documents, and furnish such information as may be reasonably required for that
purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service
of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the
Company shall not be required to produce any new disclosure document. The Company will, from time to time, prepare and file such
statements, reports and other documents as are or may be required to continue such qualifications in effect for so long a period
as the Placement Agent may reasonably request for distribution of the Securities. The Company will advise the Placement Agent promptly
of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale
or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance
of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal
thereof at the earliest possible moment.


 


4.                  
The Company will comply with the Securities Act and the Exchange Act, and the rules and regulations of the Commission thereunder,
so as to permit the completion of the distribution of the Securities as contemplated in this Agreement, the Incorporated Documents
and any Prospectus. If during the period in which a prospectus is required by law to be delivered in connection with the distribution
of Securities contemplated by the Incorporated Documents or any Prospectus (the “Prospectus Delivery Period”),
any event shall occur as a result of which, in the judgment of the Company or in the opinion of the Placement Agent or counsel
for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus in order to make
the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if
it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus or to file under the Exchange Act
any Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at
its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to
the Registration Statement, the Incorporated Documents or any Prospectus that is necessary in order to make the statements in the
Incorporated Documents and any Prospectus as so amended or supplemented, in the light of the circumstances under which they were
made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus,
as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the Incorporated
Documents or any Prospectus in connection with the Placement, the Company will furnish the Placement Agent with a copy of such
proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent reasonably objects.


 






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5.                  
During the prospectus delivery period, the Company will duly file, on a timely basis, with the Commission and the Trading
Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required
by the Exchange Act.


 


6.                  
 Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.


 


C.            Subsequent
Equity Sales. From the date hereof until thirty (30) days after the Closing Date, neither the Company nor any Subsidiary shall
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common
Stock Equivalents other than an Exempt Issuance. From the date hereof until ninety (90) days after the Closing Date, the Company
shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries
of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. For purposes
of this Agreement, “Variable Rate Transaction” shall mean a transaction in which the Company (i) issues
or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive
additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is
based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial
issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into,
or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may
issue securities at a future determined price. The Placement Agent shall be entitled to obtain injunctive relief against the Company
to preclude any such issuance, which remedy shall be in addition to any right to collect damages.


 


SECTION 2.           REPRESENTATIONS
OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA,
(ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of
the States applicable to the offers and sales of the Securities by the Placement Agent, (iv) is and will be a corporate entity
validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform
its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status
as such. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance
with the provisions of this Agreement and the requirements of applicable law.


 


SECTION 3.          COMPENSATION. In
consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent the following compensation
with respect to the Securities which the Placement Agent is placing:


 


A.            A
cash fee (the “Cash Fee”) equal to an aggregate of eight percent (8%) of the aggregate gross proceeds raised
in the Placement. The Cash Fee shall be paid at the closing of the Placement (the “Closing”).


 


B.            Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent, taken together and
not individually, for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its
legal counsel, in an amount not to exceed an aggregate of $50,000. The Company will reimburse the Placement Agent at the Closing
directly out of the gross proceeds raised in the Placement. In the event this Agreement shall terminate prior to the consummation
of the Placement, the Placement Agent, shall be entitled to reimbursement for actual expenses upon providing reasonable documentation
relating to the incurrence of such expenses; provided, however, such expenses shall not exceed the aggregate amount of $25,000,
taken together and not individually.


 






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C.            [RESERVED]


 


D.       The
Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the
event that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess
of FINRA Rules or that the terms thereof require adjustment.


 


SECTION 4.           INDEMNIFICATION. The
Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)
attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination
or expiration of this Agreement.


 


SECTION 5.          ENGAGEMENT
TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) June 15, 2020 and (ii) the
final Closing Date of the Placement (such date, the “Termination Date” and the period of time during which this
Agreement remains in effect is referred to herein as the “Term”).  Notwithstanding anything to the contrary
contained herein, confidentiality, indemnification and contribution contained herein and the Company’s obligations contained
in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated
prior to the completion of the Placement, all fees and expense reimbursement due to the Placement Agent shall be paid by the Company
to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date).
The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the
Company for any purposes other than those contemplated under this Agreement.


 


SECTION 6.          PLACEMENT
AGENT’S INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection
with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise
required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement
Agent’s prior written consent.


 


SECTION 7.           NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any
person or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company
acknowledges and agrees that the Placement Agent is not nor shall it be construed as a fiduciary of the Company and the Placement
Agent shall not have any duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue
of this Agreement or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION 8.          CLOSING. The
obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when made
and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase
Agreement, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of their obligations hereunder, and to each of the following additional terms and conditions, except
as otherwise disclosed to and acknowledged and waived by the Placement Agent.


 






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A.            No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the
Placement shall have been timely filed with the Commission.


 


B.            The
Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which,
in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading.


  


C.            All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Securities, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal
matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects
to counsel for the Placement Agent and the Company shall have furnished to such counsel all documents and information that they
may reasonably request to enable them to pass upon such matters.


 


D.            The
Placement Agent shall have received from outside counsels to the Company such counsels’ written opinions, addressed to the
Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement
Agent.


 


E.            On
the date of this Agreement and on the Closing Date, the Placement Agent shall have received a “comfort” letter from
BPM LLP as of each such date, addressed to the Placement Agent and in form and substance satisfactory in all respects to the Placement
Agent and Placement Agent’s counsel.


 


F.            The
Placement Agent shall have presented its book of investors to the Company for prior to approval at the time of pricing of the Placement.


 


G.            On
the Closing Date, Placement Agent shall have received a certificate of the chief financial officer of the Company, dated, as applicable,
as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations
and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except
for such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited
to a state of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations
to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects.  Such officer
shall also provide a customary certification as to such accounting or financial matters that are included or incorporated by reference
in the Registration Statement or the Prospectus that BPM LLP is unable to provide assurances on in the letter contemplated by Section
8(E) above.


 


H.            On
the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of
the date of such Closing, certifying to the organizational documents, good standing in the state of incorporation of the Company
and board resolutions relating to the Placement of the Securities from the Company.


 






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I.             The
Company (i) shall not have sustained since the date of the latest audited financial statements included or incorporated by
reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference with its business
from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement, the
Base Prospectus and the Prospectus Supplement, and (ii) since such date there shall not have been any change in the capital
stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the business,
general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company,
otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement,
the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Placement Agent, so material
and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and
in the manner contemplated by the Base Prospectus and the Prospectus Supplement.


 


J.             The
Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed for trading on the Trading
Market or other applicable U.S. national exchange and reasonable evidence of such action, if available, shall have been provided
to the Placement Agent upon its request. The Company shall have taken no action designed to, or likely to have the effect of terminating
the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading
Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission
or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 


K.             No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely
affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order
of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the
business or operations of the Company.


 


L.            The
Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement, including
as an exhibit thereto this Agreement.


  


M.            The
Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and
effect and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


 


N.            FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement
and pay all filing fees required in connection therewith.


 


O.            Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request.


 


If any of the conditions
specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this
Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s
counsel, all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to,
the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral
notice shall be confirmed promptly thereafter in writing.


 






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SECTION 9.          [RESERVED]


 


SECTION 10.       GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the
courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this
Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


SECTION 11.        ENTIRE
AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding
between the parties hereto with respect to this Placement, and supersedes all prior agreements and understandings, relating to
the subject matter hereof. Notwithstanding anything to the contrary contained herein, the terms of the Underwriting Agreement between
the parties dated April 21, 2020 shall continue to be effective. If any provision of this Agreement is determined to be invalid
or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision
of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived
except by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements
and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be
executed in two or more counterparts, all of which when taken together 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, it being understood that both
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION 12.         CONFIDENTIALITY.
The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except
as required by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”)),
without the Company’s prior written consent, disclose to any person any Confidential Information, and (ii) will not
use any Confidential Information other than in connection with the Placement. The Placement Agent further agrees to disclose the
Confidential Information only to its Representatives (as such term is defined below) who need to know the Confidential Information
for the purpose of the Placement, and who are informed by the Placement Agent of the confidential nature of the Confidential Information.
The term “Confidential Information” shall mean, all confidential, proprietary and non-public information (whether
written, oral or electronic communications) furnished by the Company to the Placement Agent or its Representatives in connection
with such Placement Agent’s evaluation of the Placement. The term “Confidential Information” will not,
however, include information which (i) is or becomes publicly available other than as a result of a disclosure by the Placement
Agent or its Representatives in violation of this Agreement, (ii) is or becomes available to the Placement Agent or any of
its Representatives on a non-confidential basis from a third-party, (iii) is known to the Placement Agent or any of its Representatives
prior to disclosure by the Company or any of its Representatives, or (iv) is or has been independently developed by the Placement
Agent and/or the Representatives without use of any Confidential Information furnished to it by the Company. The term “Representatives”
shall mean with respect to the Placement Agent, its directors, board committees, officers, employees, financial advisors, attorneys
and accountants. This provision shall be in full force until the earlier of (a) the date that the Confidential Information
ceases to be confidential and (b) two years from the date hereof. Notwithstanding any of the foregoing, in the event that
the Placement Agent or any of its Representatives are required by Legal Requirement to disclose any of the Confidential Information,
the Placement Agent and its Representatives will furnish only that portion of the Confidential Information which the Placement
Agent or its Representative, as applicable, is required to disclose by Legal Requirement as advised by counsel, and will use reasonable
efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.


 






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SECTION 13.         NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent
to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business
day, (b) the next business day after the date of transmission, if such notice or communication is sent to the email address
on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time)
on any business day, (c) the third business day following the date of mailing, if sent by U.S. internationally recognized
air courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth on the signature pages hereto.


 


SECTION 14.         PRESS
ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to
reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing
materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its
own expense.


 


[The remainder of this page has
been intentionally left blank.]


 




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Please confirm that the foregoing correctly
sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	MAXIM GROUP LLC
	 	 	 
	 	 	 
	 	By:	/s/ Clifford A. Teller
	 	 	Name:	Clifford A. Teller
	 	 	Title:	Executive Managing Director, Investment Banking


 


	 	Address for notice:	 	 
	 	 
	 	405 Lexington Avenue
	 	New York, New York 10174
	 	 Attention: James Siegel, General Counsel
	 	Email: jsiegel@maximgrp.com



 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	SUMMIT WIRELESS TECHNOLOGIES, INC.	 
	 	 	 
	By:	/s/ Brett Moyer	 
	 	Name:	  Brett Moyer	 
	 	Title:	Chief Executive Officer	 
	 	 	 
	 	
        Address for notice:

         

        6840 Via Del Oro

        Suite 280, San Jose, California

        Attention: Chief Executive Officer

        E-mail: bmoyer@summitwireless.com
	 





 






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ADDENDUM A


 


INDEMNIFICATION PROVISIONS


 


In connection with
the engagement of Maxim Group LLC (“Maxim” or the “Placement Agent”) by Summit Wireless, Inc. (the
 “Company”) pursuant to a placement agent agreement dated as of the date hereof, by and among the Company and the Placement
Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows (Capitalized
terms used herein without definition shall have the meanings ascribed to such terms in the Agreement):


 


1.            The
Company agrees to indemnify and hold harmless the Placement Agent and its respective affiliates (as defined in Rule 405 under
the Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (the
Placement Agent and each such person each being an “Indemnified Party”) from and against all losses, claims, damages
and liabilities (or actions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party
may become subject under any applicable federal or state law, or otherwise, which arise out of or are based on (i) any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including
the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant
to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, as applicable, or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not
misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or Prospectus
Supplement (or any amendment or supplement to any of the foregoing) or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading
or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided
to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares, including
any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or
alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading or (iv) in whole or in part any inaccuracy in any material respect in the representations
and warranties of the Company contained herein or in the Securities Purchase Agreement; provided, however, that the Company shall
not be liable to the extent that such loss, claim, liability, expense or damage is based on any untrue statement or omission or
alleged untrue statement or omission made in reliance on and in conformity with written information furnished to the Company in
writing with respect to the Placement Agent expressly for use in the Registration Statement, the Prospectus, the Prospectus Supplement
or any amendment thereof or supplement thereto, which information shall consist solely of the following: (i) the name of the
Placement Agent appearing in the Prospectus; and (ii) the information set forth in the Prospectus Supplement in the fifth
and sixth paragraphs under the caption “Plan of Distribution—Fees and Expenses”. The Company will not be liable
to any Indemnified Party under the foregoing indemnification and reimbursement provisions: (i) for any settlement by an Indemnified
Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim,
damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily
from the Indemnified Party's willful misconduct or gross negligence. The Company also agrees that no Indemnified Party shall have
any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors
related to or arising out of the engagement of the Placement Agent pursuant to, or the performance by the Placement Agent of the
services contemplated by, this Agreement except to the extent that any loss, claim, damage or liability is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party's willful misconduct or gross
negligence.


  






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2.            Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which
the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or
of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will
employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding
the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any
other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable
rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent. In such event,
the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have
the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding
without the prior written consent of the Placement Agent, which will not be unreasonably withheld.


 


3.            The
Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by the Agreement.


 


4.            If
for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold such Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent, as the case may be, as a result of such
losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received
by the Company on the one hand, and the Placement Agent on the other, but also the relative fault of the Company on the one hand
and the Placement Agent on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable
considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above
shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action
or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess
of the amount of fees actually received, or to be received, by the Placement Agent under the Agreement (excluding any amounts received
as reimbursement of expenses incurred by the Placement Agent).


 


5.            These
Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is
completed and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under the Agreement or otherwise.


 


[The remainder of this page has been
intentionally left blank.]


 




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	 	Very truly yours,
	 	 	 
	 	 	 
	 	MAXIM GROUP LLC
	 	 	 
	 	 	 
	 	By:	/s/ Clifford A. Teller
	 	 	Name:	Clifford A. Teller
	 	 	Title:	Executive Managing Director, Investment Banking


 





	 	Address for notice:	 	 
	 	 
	 	405 Lexington Avenue
	 	New York, New York 10174
	 	 Attention: James Siegel, General Counsel
	 	Email: jsiegel@maximgrp.com


 


	Accepted and Agreed to as of	 
	the date first written above:	 
	 	 	 
	SUMMIT WIRELESS TECHNOLOGIES, INC.	 
	 	 	 
	By:	/s/ Brett Moyer	 
	 	Name:	Brett Moyer	 
	 	Title:	Chief Executive Officer	 
	 	 	 
	 	
        Address for notice:

         

        6840 Via Del Oro

        Suite 280, San Jose, California

        Attention: Chief Executive Officer

        E-mail: bmoyer@summitwireless.com
	 


  


[Signature Page to Indemnification Provisions


Pursuant to June 9, 2020 Placement Agency
Agreement


between Maxim Group LLC and Summit Wireless
Technologies, Inc.]


 






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