Exhibit 10.1


 


PLACEMENT AGENCY
AGREEMENT


 


 


July 22, 2021


 


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”). The terms
of the Placement and the Shares 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 Shares 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), 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 Shares and does not ensure the successful
placement of the Shares 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 Shares 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:


 






    1


     


    

 


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.


 






    2


     


    

 


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 Shares 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 Shares 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.


 






    3


     


    

 


3.                  
If required, the Company will cooperate with the Placement Agent and the Purchasers in endeavoring to qualify the Shares 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 Shares. The Company will advise the Placement Agent promptly of the suspension of the qualification or registration of (or any
such exemption relating to) the Shares 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 Shares 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 Shares 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.


 






    4


     


    

 


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.


 


7.                  
Schedule 1 hereto contains a complete and accurate list of the Company’s officers and directors who have executed Lock-Up
Agreements (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to
the Placement Agent an executed Lock-Up Agreement, in the form attached hereto as Exhibit A (the “Lock-Up Agreement”),
prior to the execution of this Agreement.


 


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 Shares 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 Shares 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”).


 






    5


     


    

 


B.            Subject
to compliance with FINRA Rule 5110(g)(4)(A), 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.


 


C.       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) July
31, 2021 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.


 






    6


     


    

 


SECTION 8.          CLOSING. The
obligations of the Placement Agent, and the closing of the sale of the Shares 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.


 


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 Shares, 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.


 






    7


     


    

 


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 Shares from the Company.


 


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 Shares 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 Shares 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 Shares 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.


 






    8


     


    

 


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.


 


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 Shares. 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.


 






    9


     


    

 


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.


 


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.]


 






    10


     


    

 


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
	 


 






    11


     


    

 



 


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.


  



    12 


     


    




 


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.]


 






    13 


     


    




 


	 	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 July
22, 2021 Placement Agency Agreement


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


 




    14 


     


    

 







Exhibit A


 


FORM OF 


 


LOCK-UP AGREEMENT


 


 


July 22, 2021


Maxim Group LLC


405 Lexington Avenue


New York, New York
10174


 


Re: Summit Wireless
Technologies, Inc .—Proposed Offering of Common Stock


 


Ladies and Gentlemen:


 


The
undersigned, a holder of common stock, par value $0.0001 per share (“Shares”), or rights to acquire Shares, of Summit
Wireless Technologies, Inc., a company incorporated under the laws of the State of Delaware (the “Company”),
understands that you (“Maxim”) propose to enter into a Placement Agency Agreement (the “Placement Agency
Agreement”) providing for the offer and sale (the “Offering”) of Shares (the “Securities”)
pursuant to a registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth for them in the Placement Agency Agreement.


 


In
consideration of the Maxim’s agreement to enter into the Placement Agency Agreement and to proceed with the Offering of the Securities,
and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees, for the benefit
of the Company and Maxim that, without the prior written consent of Maxim, the undersigned will not, during the period specified in the
following paragraph (the “Lock-Up Period”), directly or indirectly, unless otherwise provided herein, (a) offer, sell,
agree to offer or sell, solicit offers to purchase, convert, exercise, exchange, grant any call option or purchase any put option with
respect to, pledge, encumber, assign, borrow or otherwise dispose of or transfer (each a “Transfer”) any Relevant
Security (as defined below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent
position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case
within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules and regulations thereunder) with respect to any Relevant Security or otherwise enter into any swap, derivative or other transaction
or arrangement that Transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether
or not such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration, or otherwise
publicly disclose the intention to do so. As used herein, the term “Relevant Security” means any Share, warrant to
purchase Shares or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for,
Shares or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned as of the date of
the Placement Agency Agreement or acquired by the undersigned during the Lock-Up Period.


 


The
restrictions in the foregoing paragraph shall not apply to any exercise at any time after the 15th calendar day after execution of this
Lock-Up Agreement (including a cashless exercise or broker-assisted exercise and payment of tax obligations) of options, restricted stock
units or restricted stock awards issued pursuant to the Company’s 2018 Long-Term Stock Incentive Plan and/or the Company’s
2020 Stock Incentive Plan (the “Plans”) vesting on or about August 15, 2021, or warrants to purchase Shares; provided
that any Shares received upon such exercise, conversion or exchange will be subject to this Lock-Up Period unless such Shares are vested
pursuant to the terms of award agreements under the Plans and are being sold to pay taxes (or pursuant to a qualified domestic order)
in no greater amount of Shares than set forth on Schedule 1 to this Lock-up Agreement. The Lock-Up Period will commence
on the date of this Lock-up Agreement and continue and include the date that is sixty (60) days after the closing of the Offering.


 


In
addition, the undersigned further agrees that during the Lock-Up Period the undersigned will not, without the prior written consent of
Maxim: (a) file or participate in the filing with the SEC of any registration statement or circulate or participate in the circulation
of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering or sale of a
Relevant Security, or (b) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering
or sale of a Relevant Security.


 


In
furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period
to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register
and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a
violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record
owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer,
and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such
transfer would be a violation of this Lock-Up Agreement.


 


Notwithstanding
the foregoing, the undersigned may transfer or sell at any time after the 15th calendar day after execution of this Lock-Up
Agreement, the undersigned’s Relevant Securities:


 






    15 


     


    

 


		(i)	as
                                            a bona fide gift or gifts,



 


		(ii)	to
                                            any trust, partnership, limited liability company or other legal entity commonly used for
                                            estate planning purposes which is established for the direct or indirect benefit of the undersigned
                                            or a member of members of the immediate family of the undersigned,



 


		(iii)	if
                                            the undersigned is a corporation, partnership, limited liability company, trust or other
                                            business entity (1) to another corporation, partnership, limited liability company, trust
                                            or other business entity that is a direct or indirect affiliate (as defined in Rule 405 under
                                            the Securities Act of 1933, as amended) of the undersigned, (2) to limited partners, limited
                                            liability company members or stockholders of the undersigned, or (3) in connection with a
                                            sale, merger or transfer of all or substantially all of the assets of the undersigned or
                                            any other change of control of the undersigned, not undertaken for the purpose of avoiding
                                            the restrictions imposed by this Lock-Up Agreement,



 


		(iv)	if
                                            the undersigned is a trust, to the beneficiary of such trust,



 


		(v)	by
                                            testate or intestate succession,



 


		(vi)	by
                                            operation of law, such as pursuant to a qualified domestic order or in connection with a
                                            divorce settlement,



 


		(vii)	restricted
                                            stock units or restricted stock awards issued pursuant to the Company’s Plans vesting
                                            on or about August 15, 2021 in order to pay taxes or pursuant to a qualified domestic relations
                                            order, or



 


		(viii)	pursuant
                                            to the Placement Agency Agreement;



 


provided,
in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing
with Maxim and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require any filing under
Section 16(a) of the Exchange Act and no such filing is voluntarily made.


 


For
purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin.


 


The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and
that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and
binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional
documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors
and assigns of the undersigned from the date of this Lock-Up Agreement.


 


The
undersigned understands that, if the Placement Agency Agreement does not become effective, or if the Placement Agency Agreement (other
than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities
to be sold thereunder, the undersigned shall be released from all obligations under this Lock-Up Agreement.


 


The
undersigned, whether or not participating in the Offering, understands that Maxim is entering into the Placement Agency Agreement and
proceeding with the Offering in reliance upon this Lock-Up Agreement.


 


This
Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict
of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective
as the delivery of the original hereof.


 


	 	Very truly yours,
	 
	 
	 	Signature:	 
	 	Name (printed):
	 	Title (if applicable):
	 	Entity (if applicable):




 



    16