Exhibit 10.2

SETTLEMENT AGREEMENT


This Settlement Agreement
(“Agreement”) is effective as of the latest date set out on
the signature page hereof (the “Effective Date”), among
Andrea Electronics
Corporation, a New York
corporation having a place of business at 620 Johnson Ave., Suite 1B, Bohemia,
New York 11716 (“Andrea”); and
Conexant Systems,
Inc., a Delaware corporation
having a place of business at 1901 Main Street, Suite 300, Irvine, CA 92614
(“Conexant”) (Andrea and Conexant may each be referred to as a “Party” or collectively be referred to as the “Parties”).

RECITALS 

WHEREAS, the Parties wish to resolve the litigation
pending in the International Trade Commission Investigation No. 337-TA-949
titled Certain Audio Processing
Hardware and Software and Products Containing the Same (the “ITC Investigation”) in which Conexant
intervened;

WHEREAS, Andrea has granted Conexant and its Subsidiaries
a license to the Asserted Patents, the License Agreement being attached hereto
as Confidential Exhibit A.

In consideration of the mutual
promises and covenants herein contained, Andrea and Conexant agree as follows:


AGREEMENT 

SECTION 1: DEFINITIONS


As used in this Agreement, the
following terms shall have the following meanings which shall include both
singular and plural forms in context. Additional terms may be defined elsewhere
in this Agreement. 

1.1. “Asserted Patents” means all patents asserted by Andrea in the ITC
Investigation, namely, the following U.S. Patents: 5,825,898; 6,049,607;
6,363,345; 6,483,923; and 6,377,637. 

1.2. “Control” (including its correlative meanings, “Controlled” and “Controlling”) means the
power to direct or cause the direction of the management and policies of an
Entity whether through ownership of voting securities, by contract or otherwise;
it being understood and agreed that with respect to a corporation, limited
liability company, partnership, and similar structures, “Control” shall also require (a) ownership of more than fifty percent (50%) of
the voting stock, limited liability interest, partnership interest, or other
voting interest (or equivalent interest), in any such corporation, limited
liability company, or partnership, or (b) in any country where it is not
permitted by law to own more than fifty percent (50%) of the voting stock,
limited liability interest, partnership interest, or other voting interest (or
equivalent interest) in a local corporation, limited liability company, or
partnership, ownership of the maximum legally allowed ownership interest of the
voting stock, limited liability interest, partnership interest, or other voting
interest (or equivalent interest) of the local corporation, limited liability
company, or partnership.

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1.3. “Entity” means a natural person, corporation, association, joint venture,
partnership, company, limited liability company or other legal entity recognized
in any jurisdiction in the world. 

1.4. “License Agreement” shall mean the License Agreement between Andrea
and Conexant, attached as Confidential Exhibit A.

1.5. “Subsidiary” shall mean any Entity directly or indirectly Controlled by a Party, as
of the Effective Date.

SECTION 2: DISMISSALS


2.1. Dismissals. Subject to the terms and conditions herein the Parties shall file the
following: 


	           
    	a.	      	Andrea and Conexant shall jointly file a
      motion to terminate the ITC Investigation substantially in the form set
      forth in Exhibit B within five (5) days of the Effective
  Date.


2.2. Releases. Upon receipt of payment by Andrea as set forth in Section 3.1 of the
License Agreement, Andrea and its Subsidiaries and Conexant, its parent and
Conexant’s Subsidiaries shall release all claims, counterclaims and/or defenses
against each other relating to the Asserted Patents that were brought or could
have been brought of any kind and nature whatsoever, including but not limited
to any claims in the ITC Investigation, as of the Effective Date. 

	     	a.	     	With respect to any
      and all claims released herein, each Party stipulates and agrees that they
      shall be deemed to have expressly waived any and all provisions, rights
      and benefits conferred by any law of any country, state or territory, or
      principle of common law, which is similar, comparable, or equivalent to
      Cal. Civ. Code § 1542, which provides:
		 
				A GENERAL RELEASE
      DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
      EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
      HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
  DEBTOR.
		 
				Each Party
      acknowledges that the inclusion of such unknown claims in the releases
      above was separately bargained for and was a key element of this
      Agreement. Each Party acknowledges that they may hereafter discover facts
      which are different from or in addition to those that they may now know or
      believe to be true with respect to any and all claims herein released and
      agree that all such unknown claims are nonetheless released and that the
      releases above shall be and remain effective in all respects even if such
      different or additional facts are subsequently
  discovered.


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2.3. No Costs. The Parties agree that this Agreement is intended solely as a
compromise between the Parties and without any acknowledgment of liability,
fault, or damages. The Parties acknowledge and agree that each Party shall bear
its own attorneys’ fees, court costs, expenses, and any other related costs and
expenses that they have incurred in connection with any and all claims
previously filed against each other. The Parties also agree that they shall bear
their own costs and attorneys’ fees relating to or arising from the negotiation
and performance of this Agreement.

SECTION
3
MISCELLANEOUS 

3.1. Term. The rights granted under this Agreement, if any, shall commence upon
the Effective Date. 

3.2. No Other Obligations. Neither Party shall have any other
responsibilities or obligations in connection with actions to enforce or defend
the Asserted Patents. 

3.3. Binding on Successors. This Agreement shall be binding upon and inure
to the benefit of the Parties, successors and assignees. Notwithstanding the
preceding, it is understood that no assignment will release either Party or
their Subsidiaries from any of their obligations hereunder.

SECTION 4
NOTICE


4.1. Written Notices. Any notices under this Agreement shall be in
writing and shall be delivered by facsimile transmission, electronic mail,
overnight express mail or express courier service to such Party at the address
given below, or such other address as provided by a Party by written notice in
accordance with this Section, and shall be effective on receipt. Notwithstanding
the foregoing, notices and other communications sent by facsimile transmission
or electronic mail shall be effective upon the sender’s receipt of an
acknowledgement from the intended recipient. This paragraph in no way
constitutes waiver of service of process in any litigation between the parties.


	     	For
    Andrea:	     	Andrea
      Electronics Corporation
				620 Johnson Ave.,
      Suite 1B
				Bohemia, New York
      11716
	 	 	 	 
	 	 	 	 
	      	For Conexant:	      	Conexant Systems,
      Inc.
				1901 Main Street,
      Suite 300
				Irvine, CA
      92614
				Attn: General
      Counsel



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SECTION 5

GOVERNING LAW AND
JURISDICTION 

5.1. Governing Law. The Parties agree that this Agreement shall be
considered to have been made in, and construed and interpreted in accordance
with the substantive laws of the State of California, without regard to its
conflict of laws principles. 

5.2. Jurisdiction. The Parties hereby submit to, and waive any
venue objections against, the sole and exclusive jurisdiction of the state and
federal courts located in Orange County in the State of California. 

SECTION 6

WARRANTIES; COVENANTS;
LIMITATION OF LIABILITY 

6.1. Limited Warranty. Each Party represents and warrants that it has
the full authority to enter into and fully perform this Agreement; and that this
Agreement is valid and binding and enforceable in accordance with its terms.


SECTION
7
CONFIDENTIALITY 

7.1. Duty to Maintain Confidentiality. Either Party may publicly disclose this
Agreement, except that the License Agreement, Confidential Exhibit A, may only
be disclosed in accordance with the Confidentiality obligations contained
therein.

SECTION
8
MISCELLANEOUS 

8.1. Counterparts. This Agreement may be executed in counterparts in
the English language and each executed document shall be deemed an original
thereof. 

8.2. Entire Agreement; Construction. This Agreement constitutes the entire agreement
between the Parties concerning the subject matter hereof and supersedes all
written and oral prior agreements and understandings with respect
thereto.

8.3. Modification. No variation or modification of the terms of
this Agreement or any waiver of any of the terms or provisions hereof shall be
valid unless in writing and signed by an authorized representative of each of
the Parties.

8.4. Severability; Interpretation. This Agreement is subject to the restrictions,
limitations, terms and conditions of all applicable governmental regulations,
approvals and clearances. If any term or provision of this Agreement is held
invalid, illegal or unenforceable in any respect for any reason, that
invalidity, illegality or unenforceability shall not affect any other term or
provision hereof, and this Agreement shall be interpreted and construed as if
such term or provision, to the extent the same shall have been held to be
invalid, illegal or unenforceable, had never been contained herein, and instead
had been included in such manner as to lawfully effectuate the intent of such
term or provision. The Parties acknowledge that each Party was represented by
legal counsel in connection with this Agreement and that each of them and its
counsel have reviewed this Agreement, and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement or any applicable amendments
or any exhibits.

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8.5. Waiver. Failure by either Party to enforce any rights under this Agreement for
any length of time shall not be construed as a waiver of such rights nor shall a
waiver by either Party in one or more instances be construed as constituting a
continuing waiver or as a waiver in other instances. 

8.6. Remedies. In the event of a breach of this Agreement, in addition to the right to
enforce its rights under this Agreement, each Party shall retain any and all
rights and/or remedies, at law or in equity.

8.7. No Admission. The Parties agree that this Agreement or
anything contained herein shall not constitute an admission by Conexant of
infringement, validity or enforceability of any of the Asserted Patents.


 

******************************* 

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IN WITNESS
WHEREOF, the Parties have caused
this Agreement to be executed by duly authorized officers effective on the
Effective Date. 

Andrea Electronics
Corporation 

	By:	          /s/ Douglas Andrea
	Name:  	          Douglas Andrea
	Title:	          CEO
	Date:	          2/16/2016
		 
	 	 
	Conexant Systems,
      Inc. 
		 
	By:	          /s/ Denis Regimbal
	Name:	          Denis Regimbal
	Title: 	          President and CEO
	Date:	          2/16/2016



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