Exhibit 10.47


 





SEVERANCE
AGREEMENT


 


AND GENERAL
RELEASE OF ALL CLAIMS





 


		to:	Todd
                                         Bankofier



		FROM:	Sachin
                                         Barot, on behalf of AudioEye, Inc.



		SUBJECT:	Severance
                                         Agreement and General Release of All Claims



		DATE:	January 17, 2020



 



 


Your last day of employment
with AudioEye, Inc. (“AudioEye”) is January 17, 2020 (the “Termination Date”). AudioEye
generally does not provide employees with unearned compensation upon their separation from employment. Ordinarily, therefore,
you would not be entitled to any pay in addition to what you have earned and what is specified in and being paid to you under
your September 16, 2019 your Second Amended and Restated Executive Employment Agreement (“Employment Agreement”).
But under the circumstances, where AudioEye has made the business decision to lay off multiple employees, AudioEye has decided
to offer you certain additional compensation (“Severance Payment”) beyond the severance compensation that is
provided for in Paragraph 6 of your Employment Agreement, subject to the terms of this Severance Agreement and General Release
of All Claims (“Agreement”).


 


1.                  
Severance Payment. If you sign and return this Agreement to me within 45 days after you receive it, then, in addition
to paying you the severance compensation that is provided for in Paragraph 6 of your Employment Agreement, and commissions
that would have become earned and payable under your Employment Agreement had you been employed with AudioEye through January 31,
2020, AudioEye also will pay you a Severance Payment of $25,000, less taxes and applicable deductions. This $25,000 will be paid
on AudioEye’s next regular pay date that occurs at least 10 business days after you have returned the signed Agreement and
the revocation period, as addressed in Section 10 below, expires.


 


2.                 
General Release of All Claims. In exchange for the Severance Payment, you agree to waive and release any and all claims
to relief from AudioEye and its affiliated entities, and their respective current and former officers, directors, stockholders,
employees, owners, partners, members, parents, affiliates, subsidiaries, divisions, related entities, agents, attorneys, and insurers,
(collectively, the “Released Parties”), including without limitation, any and all claims, demands, liabilities,
obligations, causes, and causes of action of whatever kind or nature, whether known or unknown, past or present, suspected or
unsuspected including, without limitation, those that arise out of or that relate to: your employment with AudioEye; the termination
of your employment with AudioEye; all statements or actions of the Released Parties; all claims that arise under the Civil Rights
Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (the “ADEA”), the
Family and Medical Leave Act, the Arizona Employment Protection Act, and the Arizona Civil Rights Act; all claims for wrongful
discharge; all claims for retaliation; all claims for breach of any implied or express contract; all claims for intentional or
negligent infliction of emotional distress; all claims for defamation; all claims for relief or other benefits under any federal,
state, or local statute, ordinance, regulation, or rule of decision; all claims for benefits, wages, bonuses, commissions, compensation,
expense reimbursements, disbursements, renewals, severance pay, attorneys’ fees, liquidated damages, punitive damages, and
costs; and all other known and unknown claims (collectively, the “Released Claims”).


 






     


     


    

 


The Released Claims
do not include a release of any claims or rights that cannot be waived by law. Also excluded from the Released Claims is your
right to file: (i) a lawsuit to challenge the effectiveness of a release of claims under the ADEA pursuant to the Older Workers
Benefit Protection Act, or (ii) a charge filed with an administrative agency, but you acknowledge and agree that you cannot recover
any monetary or injunctive relief pursuant to such charge.


 


It is important for
you to understand that if you sign this Agreement, you will be releasing legal claims, whether those claims are valid or not.


 


3.                 
Non-Disclosure of Confidential Information. In exchange for the Severance Payment, you further agree that you will
not directly or indirectly disclose to anyone, or use for your own benefit or the benefit of anyone other than the AudioEye, any
 “Company Confidential Information” that you have received through your employment with AudioEye, until such
time as such Company Confidential Information becomes generally disclosed or known, or readily ascertainable by proper means,
by persons unrelated to AudioEye. Company Confidential Information means confidential, proprietary information or trade secrets
of the Released Parties, including without limitation the following: (i) client and vendor and potential client and vendor lists
and information; (ii) worker, employee, and independent contractor lists and information; (iii) AudioEye’s internal practices
and procedures; (iv) strategic planning, development, purchasing, finance, sales, marketing, personnel, promotion, distribution,
and business activities; (v) passwords, source code, computer programs, formulae, tools, and systems; (vi) AudioEye’s past
and present research; (vii) all other information that you have a reasonable basis to consider confidential or that is treated
by AudioEye as confidential; and (viii) all information having independent economic value to AudioEye that is not generally disclosed
or known to, and not readily ascertainable by proper means by, persons who can obtain economic value from its disclosure or use,
whether or not the information is specifically marked as confidential on its face.


 


You further agree
that, if it appears that you will be compelled by law or judicial process to disclose any Company Confidential Information, then
you will notify AudioEye in writing immediately upon your receipt of a subpoena or other legal process.


 


Notwithstanding the
above or any provision of this Agreement or any other agreement executed by you to the contrary, there shall be no restriction
on your ability to (a) report violations of any law or regulation; (b) provide truthful testimony or information pursuant to subpoena,
court order, or similar legal process; (c) provide truthful information to government or regulatory agencies; or (d) otherwise
engage in whistleblower activity protected by the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any rules or regulations issued thereunder, including, without
limitation, Exchange Act Rule 21F-17. In addition, 18 U.S.C. § 1833(b) provides, in part: “(1) An individual
shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret
that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an
attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal. .... (2) An individual
who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to
the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document
containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.” Nothing
in this Agreement, any other agreement executed by you, or any AudioEye policy is intended to conflict with this statutory protection.


 






    	 	2	 



     


    

 


4.                 
Injunctive Relief. You agree that damages alone cannot compensate AudioEye in the event of a violation of Section
3 and that, if such violation should occur, injunctive relief will be essential for the protection of AudioEye and its successors
and assigns. Accordingly, you agree that, in the event you violate or breach or threaten to violate or breach any of the provisions
of Section 3, then AudioEye will be entitled to obtain injunctive relief against you, in addition to such further or other relief
as may be available at equity or law. Obtainment of an injunction by AudioEye will not be considered an election of remedies or
a waiver of any right to assert any other remedies that AudioEye has at law or in equity, including but not limited to AudioEye’s
right to recover the Severance Payment, and to collect actual, statutory, and exemplary damages. No waiver of any breach or violation
shall be implied from forbearance or failure by AudioEye to take action.


 


5.                 
Non-Admission. There is no implication or admission of liability or wrongdoing by AudioEye or the Released Parties
with respect to any and all matters related to your employment or the cessation of that employment, nor may this Agreement be
considered as an admission by AudioEye of any liability or violation of law.


 


6.                 
Governing Law. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement,
will be governed by and construed in accordance with the internal laws, and not the law of conflicts, of the State of Arizona.
Maricopa County Arizona Superior Court and the United States District Court for the District of Arizona will have exclusive jurisdiction
concerning the matters addressed in this Agreement and covering any other disputes between you and AudioEye.


 


7.                 
Attorneys’ Fees. The prevailing party in any litigation to enforce this Agreement will recover all of such party’s
reasonable costs, expenses, and attorneys’ fees from the other party.


 


8.                 
Entire Agreement. Neither party has made any representations, warranties, inducements nor oral agreements except as
expressly set forth in this Agreement. This Agreement, including the attached Exhibit “A” notice regarding Separation
Information with the job titles and ages of all individuals eligible or selected for the layoff and the ages of all individuals
in the same job classification or organizational unit who are not eligible or selected for the layoff, represents the entire agreement
of the parties with respect to its subject matter, and this Agreement revokes and supersedes all agreements previously entered
into by the parties with respect to the subject matter, except that nothing herein will supersede or preempt the post-employment
rights and obligations in (i) your Employment Agreement, (ii) the Equity Agreements (as defined below), (iii) the AudioEye,
Inc. Amended and Restated Insider Trading Policy, or (iv) the Employee Confidentiality and Invention Policy . In the event of
a direct conflict between the terms of this Agreement and those agreements, then the terms of this Agreement will control.


 






    	 	3	 



     


    

 


The parties may not
change, modify, or rescind this Agreement except in a writing, signed by both parties. Any attempt at oral modification of this
Agreement shall be void and of no effect.


 


The attached Exhibit
 “B” sets forth any and all stock options, restricted stock units and any other rights to purchase capital stock or
other securities of AudioEye which have been previously issued to you and which are outstanding immediately prior to the termination
of your employment with AudioEye (collectively, the “Equity Rights”). Except as expressly provided in Exhibit
 “B,” nothing in this Agreement shall alter or affect (i) any of such outstanding Equity Rights or the agreements
pursuant to which they were issued (collectively, the “Equity Agreements”), (ii) Employee’s rights
or responsibilities with respect thereto, or (iii) AudioEye’s rights with respect thereto.


 


9.                 
Severability. The provisions of this Agreement are severable, and if any one or more of these provisions are held to
be invalid or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions will be binding
and enforceable.


 


10.              
Time to Consider and Revoke. You may take 45 calendar days from your receipt of this Agreement to accept and sign the
Agreement. You also have the right to revoke this Agreement for any reason within seven calendar days after you have signed it
by email delivery of a written notice of revocation to me. You further acknowledge that you understand that the Agreement will
not become effective or enforceable unless and until you have not revoked it by email delivery of a written notice of revocation
to me, and the applicable revocation period has expired.


 


11.               
Acknowledgment. You acknowledge and agree that: (1) AudioEye has not made any promises, covenants, representations,
or warranties to you or anyone else other than those explicitly set forth in this Agreement, and further acknowledge and agree
that you have not received, relied upon, or been induced, coerced, or unduly influenced to enter into this Agreement by any statements,
promises, covenants, or representations other than the ones set forth in this Agreement; (2) you have been given a reasonable
period of time to consider this Agreement; (3) you have had the opportunity to consult with and be advised by legal counsel, and
have had the opportunity to make whatever investigation or inquiry that you might have deemed necessary or desirable in connection
with the subject matter of this Agreement prior to its execution; (4) this Agreement is written in a manner understandable to
you, and you have read and understood all sections and paragraphs of this Agreement; (5) you have relied on your own judgment
and the advice of your attorneys (if you have consulted with legal counsel) regarding the consideration for and the terms of this
Agreement; and (6) you have executed this Agreement voluntarily, on the advice of counsel (if you have consulted with legal counsel),
and with full knowledge and understanding of its contents.


 






    	 	4	 



     


    

 





This offer made in
this Agreement is effective only until 5:00 p.m. on the 46th day after you receive it. If you decide to accept the
Severance Payment, please sign and date this Agreement where indicated below, and return it to me before that time, by email at
sbarot@audioeye.com. If you do not accept the offer by that time, then the offer of the Severance Payment will be withdrawn.


 


AGREED to this 21st day of January, 2020.


 


Todd Bankofier


 


/s/ Todd Bankofier


 


AGREED to this 21st day of January, 2020.


 


AUDIOEYE, INC.


 


By: /s/ Sachin Barot


 


Print Name: Sachin Barot


 


Title: Chief Financial Officer      


 






    	 	5	 



     


    

 





EXHIBIT A


 


SEPARATION INFORMATION


PURSUANT TO OLDER WORKERS BENEFIT PROTECTION
ACT


 


		1.	Decisional
                                         Unit



 


The group of employees
from which layoff and retention decisions were made:


 


Enterprise Sales
Team


 


		2.	Eligibility
                                         Factors



 


Factors considered
in making layoff and retention decisions within the Decisional Unit:


 


These sales team members
underperformed their sales targets last year, and AudioEye is consolidating its direct sales force in the locations of its existing
corporate offices, with the exception of one sales person who is focusing primarily on accounts within the State of California.


 


		3.	Time Limit



 


A separation and release
agreement must be signed and returned within 45 days after receipt by the employee, and the employee may revoke the agreement
within 7 days after signing.


 


		4.	Individual
                                         Data



 


		(a)	Job titles and
                                         ages of those selected for layoff from the Decisional Unit:




	 	Account Executive	58
	 	Account Executive	51
	 	Chief Revenue Officer	60
	 	VP of Kiosk Sales	50










 


		(b)	Job titles and
                                         ages of those not selected for layoff from the Decisional Unit:




	 	Sales Associate	22
	 	Sales Associate	23
	 	Director of Sales	28
	 	Senior Account Executive	43
	 	Account Executive	46
	 	Account Executive	35










 






    	 	6	 



     


    

 





EXHIBIT B


OUTSTANDING STOCK PURCHASE RIGHTS


 


	Type
        of Security
	 	Grant
        Date
	 	Number
        of

        Shares

        Exercisable

        Immediately

        Prior to

        Termination
	 	Exercise

        Price

        Per Share
	 	Expiration

        Date

        Immediately

        Prior to

        Termination

	NSO	 	01/15/2016	 	80,000	 	$0.95	 	01/15/2021(1)
	NSO	 	06/03/2019	 	0(2)	 	6.53	 	01/17/2020(2)
	Warrant	 	04/15/2016	 	800	 	6.25	 	04/14/2021


 





		____________________	



 


		(1)	Reflects the last day to exercise
                                         these options pursuant to the terms thereof.



 


		(2)	Provided the Agreement becomes
                                         effective as provided in Section 10, then effective as of the Termination Date,
                                         (i) the vesting of these options shall be accelerated in full such that the options
                                         shall become vested and exercisable as to the 8,691 shares subject thereto and (ii) the
                                         expiration date for such accelerated options shall be extended from 90 days following
                                         the Termination Date through January 17, 2021.



 






    	 	7