Exhibit
4.1


 


Conformed
Copy as of June 25, 2021


 


CERTIFICATE OF INCORPORATION


OF


AUDIOEYE, INC.


 


Pursuant to § 102
of the General Corporation Law 


of the State of Delaware


  


The undersigned, in order
to form a corporation pursuant to Section 102 of the General Corporation Law of the State of Delaware, does hereby certify:


 


FIRST:  The
name of the Corporation is “AudioEye, Inc.”


 


SECOND:  The
address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover,
County of Kent, Delaware.  The name of its registered agent at such address is National Registered Agents, Inc.


 


THIRD:  The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.


 


FOURTH:
Immediately upon filing of this Certificate of Amendment with the Secretary of State of the State of Delaware, every 25 shares of the
Corporation’s Common Stock outstanding immediately prior to such filing shall be combined and reconstituted as one share of the
Corporation’s Common Stock. The split of the outstanding shares of Common Stock shall be referred to as the “Reverse
Split.”


 


The Reverse Split shall occur without any further
action on the part of the Corporation or the holders thereof and whether or not certificates representing the holders’ shares prior
to the Reverse Split are surrendered for cancellation.


 


No fractional interest in a share of Common Stock
shall be deliverable upon the Reverse Split. All shares of Common Stock (including fractions thereof) held by a holder immediately prior
to the Reverse Split shall be aggregated for purposes of determining whether the Reverse Split would result in the issuance of a fractional
share. Any fractional share resulting from such aggregation of Common Stock upon the Reverse Split shall be rounded up and converted to
the nearest whole share of Common Stock. The Corporation shall not be obliged to issue certificates evidencing the shares of Common Stock
outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse
Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that
such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation
from any loss incurred by it in connection with such certificates.


 


The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is 60,000,000, of which 50,000,000 shares shall be Common Stock of the par value
of $.00001 per share and 10,000,000 shares shall be Preferred Stock of the par value of $.00001 per share.


 


A.       Preferred
Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to
fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional
or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution
or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”)
and as may be permitted by the General Corporation Law of the State of Delaware. The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority
of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election
of directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders
of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.


 






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B.       Common
Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common
Stock shall exclusively possess all voting power. The powers, preferences and rights of the shares of Common Stock are as follows:


 


1.       Dividends.
The holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets
of the Corporation which are by law available therefor, dividends payable either in cash, in property, or in shares of Common Stock.


 


2.       Voting
Rights. At every annual or special meeting of stockholders of the Corporation, every holder of Common Stock shall be entitled to one
vote, in person or by proxy, for each share of Common Stock standing in his name on the books of the Corporation.


 


3.       Dissolution,
Liquidation or Winding-Up. In the event of any dissolution, liquidation or winding-up of the affairs of the Corporation, after payment
or provision for payment of the debts and other liabilities of the Corporation, the holders of all outstanding shares of Common Stock
shall be entitled to share ratably in the remaining net assets of the Corporation.


 


FIFTH:  The
name and mailing address of the Incorporator is as follows:


 


	Name	Mailing Address
	Constantine S. Potamianos	
    c/o Greenberg Traurig

    MetLife Building

    200 Park Avenue – 14th Floor

    New York, New York 10166 



 


SIXTH:  The
Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.


 


SEVENTH:  Elections
of directors need not be by written ballot unless the by-laws of the Corporation shall otherwise provide.


 


EIGHTH:  A
director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director
(i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of
the state of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.


 


NINTH:  Except
as may otherwise be specifically provided in this Certificate of Incorporation, no provision of this Certificate of Incorporation is intended
by the Corporation to be construed as limiting, prohibiting, denying or abrogating any of the general or specific powers or rights conferred
under the General Corporation Law of the State of Delaware upon the Corporation, upon its stockholders, bondholders and security holders,
and upon its directors, officers and other corporate personnel, including, in particular, the power of the Corporation to furnish indemnification
to directors and officers in the capacities defined and prescribed by the General Corporation Law of the State of Delaware and the defined
and prescribed rights of said persons to indemnification as the same are conferred wider the General Corporation Law of the State of Delaware.  The
Corporation shall, to the fullest extent permitted by the laws of the State of Delaware, including, but not limited to Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all directors and
officers of the Corporation and may, in the discretion of the board of directors, indemnify any and all other persons whom it shall have
power to indemnify under said Section or otherwise under Delaware law from and against any and all of the expenses, liabilities or other
matters referred to or covered by said Section.  The indemnification provisions contained in the General Corporation Law of
the State of Delaware shall not be deemed exclusive of any other rights to winch those indemnified may be entitled under any By-Law, agreement,
resolution of stockholders or disinterested directors, or otherwise, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, both as to action in his official capacity and as to action in another capacity while holding such office,
and shall inure to the benefit of the heirs, executors and administrators of such person.


 






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TENTH:  Whenever
a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation
and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in
a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed
for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Corporation wider the provisions of Section 279 of Title 8 of the Delaware Code order
a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case
may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value
of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree
to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the
said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which said application has been made,
be binding on all the creditors or class of creditors, and/or on all of the stockholders or class of stockholders, of this Corporation,
as the case may be, and also on this Corporation.


 


ELEVENTH:  The
Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservations


 






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