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Item 9A. Controls and Procedures

2021-03-16 compared with 2020-03-25 · 2625 added, 2836 removed, 1164 unchanged (82% of the section changed)

This section is long enough that the comparison stopped early. What follows is partial, and the remainder is not necessarily unchanged.

Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15 under the

Exchange Act, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of

the period covered by this annual report, December 31, 2019.

This evaluation was carried out under the supervision and with

the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

the period covered by this Report.

This evaluation was carried out under the supervision and with the participation of our management,

including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures are

controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be

disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including

our Chief Executive Officer and Chief Accounting Officer, to allow timely decisions regarding required disclosure.

upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls

and procedures were ineffective as of the end of the period covered by this annual report.

This conclusion was based on the material

weakness in our internal control over financial reporting further described below.

Management’s

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Exchange Act).

Management has assessed the effectiveness of our internal control over financial reporting as of December 31,

2019 based on criteria established in Internal Control –

Integrated Framework 2013 issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2019, our

internal control over financial reporting was not effective.

Our management identified the following material weakness in

our internal control over financial reporting:

insufficient written policies and procedures for accounting and financial reporting

with respect to the requirements and application of both accounting principles generally accepted in the United States of America,

or GAAP, and SEC guidelines.

under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed

in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief

Executive Officer and Chief Accounting Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive

Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were ineffective as of the end of

the period covered by this Report.

This conclusion was based on the material weakness in our internal control over financial reporting

further described below.

Management’s Report on Internal

Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2020 based on

criteria established in Internal Control –

Integrated Framework 2013 issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2020, our internal

control over financial reporting was not effective.

Our management identified the following material weakness in our internal control

over financial reporting:

insufficient written policies and procedures for accounting and financial reporting with respect to the

requirements and application of both accounting principles generally accepted in the United States of America, or GAAP, and SEC

We plan to continue to take steps to enhance

and improve the design of our internal control over financial reporting.

During the period covered by this Annual Report on Form 10-K,

we have not remediated the material weakness identified above.

To remediate such weakness, we are continuing to adopt and implement

written policies and procedures for accounting and financial reporting.

This annual report does not include an

attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s

report was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not

subject to Section 404(b) of the Sarbanes-Oxley Act of 2002.

During the period covered by this Report, we have not

remediated the material weakness identified above.

To remediate such weakness, we are continuing to adopt and implement written

policies and procedures for accounting and financial reporting.

This Report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report

was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not subject

to Section 404(b) of the Sarbanes-Oxley Act of 2002.

Changes in Internal Control over Financial

There were no changes in the Company’s

internal control over financial reporting in the Company’s fourth quarter of the fiscal year ended December 31, 2019 covered

by this Report, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control

over financial reporting, other than as described herein.

The addition of the Company’s new Chief Financial Officer in

September 2019 led to changes in the structure of the Company’s accounting department such that roles and responsibilities

were split between Chief Financial Officer, the Chief Accounting Officer and the accounting staff person which allowed for proper

completion, review and approval by different individuals.

In addition, during the fourth quarter of the fiscal year ended December

31, 2019, the Company implemented a signature authority matrix approved by the Chief Executive Officer and audit committee chair.

internal control over financial reporting in the Company’s fourth quarter of the fiscal year ended December 31, 2020

covered by this Report, that have materially affected, or are reasonably likely to materially affect, the Company’s internal

control over financial reporting, other than as described herein.

Other Information

8 unchanged sentences

Chief Accounting Officer and VP of Finance

Director (1)(3)

Jonathan Gazdak

Helge Kristensen

Director (2)(3)

Michael Howse

Lisa Cummins Dulchinos

Helge Kristensen

Sriram Peruvemba (4)

Director (1)(2)

Robert Tobias (5)

3 unchanged sentences

Member of the nominating and corporate governance committee.

On February 6, 2020, Brian Herr notified the Company of his decision to resign from the Board of Directors.

Effective February 10, 2020, the Board of Directors appointed Mr.

Tobias as a member of the Board to replace Mr.

On June 19, 2020, Sam Runco notified us of his decision to resign from the Board.

Effective June 22, 2020, the Board appointed Sriram Peruvemba as a member of the Board to replace Mr.

On February 6, 2020, Brian Herr notified the Company of

his decision to resign from the Board.

Effective February 10, 2020, the Board appointed Mr.

Tobias as a member of the

Board to replace Mr.

Executive Officers

Brett Moyer, Chief Executive Officer,

President and Director and Chairman .

Brett Moyer is a founding member of the Company and has served as the President

and Chief Executive Officer of the Company and as a member of its board of directors since August 2010.

From August 2002 to July

Moyer served as president and chief executive officer of Focus Enhancements, Inc., a developer and marketer of proprietary

video technology and UWB wireless chips.

Moyer, Chief Executive Officer, President and Director and Chairman .

Brett Moyer is a founding member

of the Company and has served as the President and Chief Executive Officer of the Company and as a member of its Board since August 2010.

From August 2002 to July 2010, Mr.

Moyer served as president and chief executive officer of Focus Enhancements, Inc.,

a developer and marketer of proprietary video technology and UWB wireless chips.

From February 1986 to May 1997, Mr.

Moyer worked at Zenith Electronics Inc.

electronic company, where he had most recently been the vice president and general manager of its Commercial Products Division.

worked at Zenith Electronics Inc.

a consumer electronic company, where he had most recently been the vice president and general

manager of its Commercial Products Division.

Between August 2017 and October 2019, Mr.

Moyer served as a member of the board of directors of DionyMed Brands Inc., a company

which operated a multi-state, vertically integrated operating platform that designs, develops, markets and sold a portfolio of

branded cannabis products.

Moyer served as a member

of the board of directors of DionyMed Brands Inc., a company which operated a multi-state, vertically integrated operating platform

that designs, develops, markets and sold a portfolio of branded cannabis products.

From June 2016 to November 2018, Mr.

Moyer served as a member of the board of directors of Alliant International

University, a private university offering graduate study in psychology, education, business management, law and forensic studies,

and bachelor’s degree programs in several fields.

From 2003 to December 2015, he served as a member of the board of directors

of HotChalk, Inc., a developer of software for the educational market, and from March 2007 to September 2008, he was a member of

the board of directors of NeoMagic Corporation, a developer of semiconductor chips and software that enable multimedia applications

for handheld devices.

Moyer received a Bachelor of Arts in Economics from Beloit College in Wisconsin and a Master’s

of Business Administration with a concentration in finance and accounting from Thunderbird School of Global Management.

served as a member of the board of directors of Alliant International University, a private university offering graduate study

in psychology, education, business management, law and forensic studies, and bachelor’s degree programs in several fields.

From 2003 to December 2015, he served as a member of the board of directors of HotChalk, Inc., a developer of software

for the educational market, and from March 2007 to September 2008, he was a member of the board of directors of NeoMagic

Corporation, a developer of semiconductor chips and software that enable multimedia applications for handheld devices.

received a Bachelor of Arts in Economics from Beloit College in Wisconsin and a Master’s of Business Administration with

a concentration in finance and accounting from Thunderbird School of Global Management.

Oliva, Chief Financial Officer and Secretary.

Oliva has served as Chief Financial Officer since September 9,

Oliva has been a partner at Hardesty, LLC, an executive officer consulting service provider, since May 2019, through

which he provides financial consulting services to public and private companies nationwide.

From August 2018 to April 2019, Mr.

Oliva served as Interim Chief Financial Officer of SpineEx, Inc., a California-based medical equipment manufacturer, where he was

responsible for managing the company’s financial, human resource and information technology departments.

From June 2018 to

August 2018, he served as Vice President of Finance of GameWorks, a family entertainment chain, where he developed a plan to restructure

the company’s business in connection with an acquisition by a lender.

Oliva has been a partner at Hardesty, LLC, an executive officer consulting service provider, since May 2019,

through which he provides financial consulting services to public and private companies nationwide.

From August 2018 to April 2019,

Oliva served as Interim Chief Financial Officer of SpineEx, Inc., a California-based medical equipment manufacturer,

where he was responsible for managing the company’s financial, human resource and information technology departments.

June 2018 to August 2018, he served as Vice President of Finance of GameWorks, a family entertainment chain, where he

developed a plan to restructure the company’s business in connection with an acquisition by a lender.

From March 2017

to June 2018, Mr.

Oliva served as controller for Eva Automation, an audio company, where he implemented purchase accounting

in connection with a $180 million acquisition.

From August 2016 to March 2017, Mr.

Oliva served as Interim Vice

President of Finance of PDF Solutions, Inc., a multinational software and engineering services company, where he managed the

company’s financial and accounting departments.

From March 2014 to June 2016, Mr.

Oliva served as controller

for Eva Automation, an audio company, where he implemented purchase accounting in connection with a $180 million acquisition.

August 2016 to March 2017, Mr.

Oliva served as Interim Vice President of Finance of PDF Solutions, Inc., a multinational software

and engineering services company, where he managed the company’s financial and accounting departments.

From March 2014 to

June 2016, Mr.

Oliva served as corporate controller of Tegile Systems, a California-based manufacturer of flash storage arrays.

Oliva served as corporate

controller of Tegile Systems, a California-based manufacturer of flash storage arrays.

Prior to 2014, Mr.

Oliva served as Interim Chief Financial Officer and Vice President of Finance and as corporate controller for

various other companies in California.

Oliva served as

Interim Chief Financial Officer and Vice President of Finance and as corporate controller for various other companies in California.

Oliva is a certified public accountant, inactive, and holds a B.S.

in Business Administration

from the Walter A.

Haas School of Business of the University of California, Berkeley.

Gary Williams, Chief Accounting Officer

and Vice President of Finance.

Gary Williams has served as Chief Accounting Officer since September 9, 2019 and as

Vice President of Finance since the Company’s founding in August 2010.

Williams previously served as Secretary and Chief

Financial Officer since the Company’s founding in August 2010 until September 9, 2019.

in Business Administration from the Walter A.

School of Business of the University of California, Berkeley.

Williams, Chief Accounting Officer and Vice President of Finance.

Gary Williams has served as Chief Accounting

Officer since September 9, 2019 and as Vice President of Finance since the Company’s founding in August 2010.

previously served as Secretary and Chief Financial Officer since the Company’s founding in August 2010 until September 9,

In addition, Mr.

Williams served as

the Chief Financial Officer of Quantum3D, Inc., a training and simulation technology company, from November 2012 to September 2016.

Williams served as the Chief Financial Officer of Quantum3D, Inc., a training and simulation technology

company, from November 2012 to September 2016.

Prior to joining the Company, Mr.

Williams served as secretary, vice president of finance and chief financial officer of Focus

Enhancements Inc., a developer and marketer of proprietary video technology, from January 2001 to July 2010, when the videography

and semiconductor businesses of the company were purchased by VITEC Multimedia, Inc.

Williams served as secretary, vice

president of finance and chief financial officer of Focus Enhancements Inc., a developer and marketer of proprietary video technology,

from January 2001 to July 2010, when the videography and semiconductor businesses of the company were purchased by VITEC

Multimedia, Inc.

and the Company, respectively.

served as controller, vice president of finance, chief financial officer and secretary of Videonics Inc., a publicly traded company

in the consumer electronics business, from February 1995 to January 2001, when Videonics merged with Focus Enhancements, Inc.

July 1994 to January 1995, Mr.

Williams served as controller for Western Micro Technology, a publicly traded company in the electronics

distribution business.

From January 1990 to June 1994, Mr.

Williams served as controller, vice president of finance, chief financial

officer and secretary of Videonics Inc., a publicly traded company in the consumer electronics business, from February 1995

to January 2001, when Videonics merged with Focus Enhancements, Inc.

From July 1994 to January 1995, Mr.

served as controller for Western Micro Technology, a publicly traded company in the electronics distribution business.

From January 1990

to June 1994, Mr.

Williams worked in public accounting for Coopers & Lybrand LLP.

Williams is a certified public accountant, inactive, and received a Bachelor’s Degree in Business Administration, with

an emphasis in Accounting, from San Diego State University.

Jonathan Gazdak .

Gazdak has been a member of the Company’s board of directors since June 2015.

Gazdak has served as managing director

and the head of investment banking at Alexander Capital L.P., an investment banking firm based in New York, since April 2014, concentrating

in the technology, digital media, media and entertainment industries, as well as specialty finance vehicles.

He has worked on a

broad range of transactions, including public equity and debt financings, restructurings, mergers and acquisitions and special-purpose

acquisition company (“SPAC”) transactions.

Prior to Alexander Capital L.P., Mr.

Gazdak served as head of the technology

group at Aegis Capital Corp., a mid-sized broker-dealer, from November 2011 to April 2014.

While at Aegis Capital Corp., he helped

companies complete over 40 public and private financings and merger and acquisition transactions.

Prior to Aegis Capital Corp.,

from June 2009 to October 2011, Mr.

Gazdak worked in the media and entertainment group at Oppenheimer & Co.

Inc., an investment

banking and financial services firm.

Prior to his career in investment banking, Mr.

Gazdak was an entrepreneur who owned and managed

an international IT consulting and services firm for 10 years, selling it in 2005.

Williams is a certified

public accountant, inactive, and received a Bachelor’s Degree in Business Administration, with an emphasis in Accounting,

from San Diego State University.

Lisa Cummins has been a member of Board since June 2019.

Cummins currently serves as Chief

Financial Officer and Chief Operating Officer for Ayar Labs, a venture backed startup that is developing an optical based “chiplet”

to provide high speed, high density & low power to replace traditional electrical based input/output.

She joined Ayar

Labs in January 2019 after overseeing a successful sale of Penguin Computing, a private equity backed company, to Smart Global

Holdings in June 2018.

Prior to that, from May 2007 to October 2012, she served as Chief Financial Officer at Adept

Technology, a Nasdaq publicly traded global robotics company, where she oversaw investor relations, led the Sarbanes-Oxley Act

of 2002, as amended, compliance, completed multiple acquisitions, and secured bank and equity financing including a secondary public

Cummins is a certified public accountant, inactive, earned a Business Economics degree from the University of

California Santa Barbara and a Masters in Business Administration from St.

Mary’s College.

The Company believes that Ms.

is qualified to serve on the Board because of her over-25 years of experience as a growth-oriented financial executive in global

high-tech organizations.

Jonathan Gazdak has been a member of the Board since June 2015.

Gazdak has served

as managing director and the head of investment banking at Alexander Capital L.P., an investment banking firm based in New York,

since April 2014, concentrating in the technology, digital media, media and entertainment industries, as well as specialty

finance vehicles.

He has worked on a broad range of transactions, including public equity and debt financings, restructurings,

mergers and acquisitions and special-purpose acquisition company (“SPAC”) transactions.

Prior to Alexander Capital

Gazdak served as head of the technology group at Aegis Capital Corp., a mid-sized broker-dealer, from November 2011

to April 2014.

While at Aegis Capital Corp., he helped companies complete over 40 public and private financings and merger

and acquisition transactions.

Prior to Aegis Capital Corp., from June 2009 to October 2011, Mr.

Gazdak worked in

the media and entertainment group at Oppenheimer & Co.

Inc., an investment banking and financial services firm.

to his career in investment banking, Mr.

Gazdak was an entrepreneur who owned and managed an international IT consulting and

services firm for 10 years, selling it in 2005.

From May 1996 to May 2006, Mr.

national board member and regional president of the TechServe Alliance, which promotes the growth of hundreds of IT-related business

around the nation.

Gazdak received his MBA from Columbia Business School with Beta Gamma Sigma honors and received a degree

with honors in mechanical engineering from the University of Florida.

Gazdak was a national board member

and regional president of the TechServe Alliance, which promotes the growth of hundreds of IT-related business around the nation.

Gazdak received his MBA from Columbia Business School with Beta Gamma Sigma honors and received a degree with honors in

mechanical engineering from the University of Florida.

The Company believes that Mr.

Gazdak is qualified to serve

on its board of directors because based on his deep experience as an entrepreneur as well as his broad experience in the finance

and technology industries.

Gilbert has been a member of the Company’s board of directors since April 2015.

Gilbert has been working in the Research

and Machine Intelligence and Project Loon teams at Google, Inc.

since March 2014, and from January 2014 to March 2014, Dr.

worked for Transformational Technology Insights LLC, a consulting company, where he served as the sole principal.

Previously, from

May 2011 to December 2013, Dr.

Gilbert was chief technology officer of Silicon Image, Inc., a leading provider of wired and wireless

connectivity solutions.

Gilbert was responsible for Silicon Image Inc.’s technology vision, advanced technology, and

standards initiatives.

Gazdak is qualified to serve on the Board

based on his deep experience as an entrepreneur as well as his broad experience in the finance and technology industries.

Gilbert has been a member of the Board since April 2015.

Gilbert has been

working in the Research and Machine Intelligence and Project Loon teams at Google, Inc.

since March 2014, and from January 2014

to March 2014, Dr.

Gilbert worked for Transformational Technology Insights LLC, a consulting company, where he served

as the sole principal.

Previously, from May 2011 to December 2013, Dr.

Gilbert was chief technology officer of Silicon

Image, Inc., a leading provider of wired and wireless connectivity solutions.

Gilbert was responsible for Silicon

Image Inc.’s technology vision, advanced technology, and standards initiatives.

Prior to joining Silicon Image Inc., Dr.

Gilbert was chief technical officer of SiBEAM Inc., a fabless semiconductor

company pioneering the development of intelligent millimeter wave silicon solutions for wireless communications, from May 2005

was chief technical officer of SiBEAM Inc., a fabless semiconductor company pioneering the development of intelligent millimeter

wave silicon solutions for wireless communications, from May 2005 to May 2011.

Before SiBEAM Inc., Dr.

Gilbert served as director of algorithms and architecture and other engineering and management

positions at Atheros Communications, a semiconductor developer, from May 2000 to May 2005, where he led the development of that

company’s 802.11n, 802.11g, eXtended Range (“XR”), and Smart Antenna technologies.

Gilbert served

as director of algorithms and architecture and other engineering and management positions at Atheros Communications, a semiconductor

developer, from May 2000 to May 2005, where he led the development of that company’s 802.11n, 802.11g, eXtended

Range (“XR”), and Smart Antenna technologies.

Gilbert received a Ph.D.

in Electrical Engineering from the University of California Berkeley, an M.Phil.

in Computer Speech and Language Processing from

Cambridge University, and a B.A.

in Electrical Engineering from the

University of California Berkeley, an M.Phil.

in Computer Speech and Language Processing from Cambridge University, and a B.A.

in Computer Science from Harvard College.

The Company believes that Dr.

Gilbert is qualified to

serve on its board of directors to advise the company on technology developments and management based on his long-standing experience

in the wireless and technology industries.

Helge Kristensen.

Kristensen has been a member of the Company’s board of directors since August 2010.

Kristensen has held high level management

positions in technology companies for the last 25 years and for the last 18 years, he has served as vice president of Hansong Technology,

an original device manufacturer of audio products based in China, and as president of Platin Gate Technology (Nanjing) Co.

a company with focus on service-branding in lifestyle products as well as pro line products based in China.

Since August 2015,

Kristensen has served as co-founder and director of Inizio Capital, an investment company based in the Cayman Islands.

Kristensen has been involved in the audio and technology industries for more than 25 years.

His expertise is centered on understanding

and applying new and innovative technologies.

He holds a master’s degree in Engineering and an HD-R, a graduate diploma,

in Business Administration (Financial and Management Accounting) from Alborg University in Denmark.

The Company believes that Mr.

Kristensen is qualified to serve on its board of directors because of his technology and managerial experience as well has his

knowledge of the audio industry.

has been a member of the Company’s board of directors since August 2010.

Runco co-founded Runco International, Inc.

1987 and served as its chief executive officer until 2007.

He also served as a director of Focus Enhancements Inc.

2004 to September 2008 and a director of the Consumer Electronics Association (“CEA”) and CEA’s video division

from 1996 to 2005.

In addition, he played a leadership role in the consumer electronics industry as a member of numerous organizations

and associations.

From 1997 through 2001, Mr.

Runco served as a member of the National Academy of Television Arts and Sciences

(Emmy) Technical/Engineering Awards Nominating Committee, the Academy of Digital Television Pioneers.

He served as member of the

Board of Directors/Governors from 1998 through 2000 and again from 2003 through 2005, then as a member of the Board of Industry

Leaders of the CEA from 2006 to 2008.

He also served as a member of Board of Governors of the Electronic Industries Alliance from

1998 through 2000, and as a member of the Board of the Academy for the Advancement of High End Audio and Video.

recipient of the Consumer Electronic Design and Installation Association peer-selected Lifetime Achievement Award and elected to

Dealerscope magazine’s Hall of Fame.

The Sound & Visionary from S&V Magazine selected him as one of the 10 Most Influential

Leaders in the custom installation industry by CE Pro magazine.

He was number 1 on the Most Influential Leader list in the custom

installation audio/video industry, which was voted on by his peers six years after Mr.

Runco sold Runco International, Inc.

Company believes that Mr.

Runco is qualified to serve on its board of directors due to his solid reputation with the audio video

dealer network and his ability to understand consumer desires and provide guidance on product development.

The Company believes

that his industry experience, including his knowledge base on dealers and their consumers, will be an excellent resource for the

Michael Howse.

Howse has been a member of the Company’s board of directors since April 2018 and has served as the Company’s Interim

Chief Strategy Officer since November 1, 2018.

Howse has served as founder and general partner of Eleven Ventures since 2015,

a venture capital firm focused on the consumer technology, digital gaming and VR/AR markets.

Previously, from 2013 to 2014, Mr.

Howse served as Advanced Micro Devices, Inc.’s Corporate Vice President of New Ventures, where he was responsible for defining

cloud GPU platforms and strategies.

Gilbert is qualified to serve on the Board to advise

the Company on technology developments and management based on his long-standing experience in the wireless and technology industries.

Michael Howse has been a member of the Board since April 2018 and served as the Company’s

Interim Chief Strategy Officer from November 1, 2018 to July 16, 2020.

Howse has served as founder and general partner

of Eleven Ventures since 2015, a venture capital firm focused on the consumer technology, digital gaming and VR/AR markets.

from 2013 to 2014, Mr.

Howse served as Advanced Micro Devices, Inc.’s Corporate Vice President of New Ventures,

where he was responsible for defining cloud GPU platforms and strategies.

Prior, from 2008 to 2012, Mr.

Howse served as chief executive officer and president of Bigfoot

Networks, the creators of the Killer™

branded game networking technology, which was acquired by Qualcomm.

Howse was integral

in creating the 3D graphics category for mainstream consumers while serving in senior executive roles at Creative Labs, S3 and

3dfx Interactive.

Howse received his undergraduate degree from UCLA in 1986 and completed the Executive MBA Program at Stanford

University in 1995.

Since 2013, he has served on the Executive Committee of the UCLA Venture Capital Fund and previously worked

Howse served as chief

executive officer and president of Bigfoot Networks, the creators of the Killer™

branded game networking technology, which

was acquired by Qualcomm.

Howse was integral in creating the 3D graphics category for mainstream consumers while serving

in senior executive roles at Creative Labs, S3 and 3dfx Interactive.

Howse received his undergraduate degree from UCLA

in 1986 and completed the Executive MBA Program at Stanford University in 1995.

Since 2013, he has served on the Executive Committee

of the UCLA Venture Capital Fund and previously worked at U.S.

Venture Partners from 2001 to 2003.

Howse has received numerous industry awards, including “Marketer of the Year”

from Marketing Computers Magazine/Brandweek, PC World’s “50 Best Products of All Time”, Fierce Wireless “Fierce

as well as an Academy of Interactive Arts & Sciences award for his pioneering work at Total Vision.

He has also been

a featured speaker at CES, E3, Churchill Club, Digital Hollywood, and Game Developers Conference (“GDC”) amongst others.

Howse has received

numerous industry awards, including “Marketer of the Year”

from Marketing Computers Magazine/Brandweek, PC World’s

“50 Best Products of All Time”, Fierce Wireless “Fierce 15”

as well as an Academy of Interactive Arts &

Sciences award for his pioneering work at Total Vision.

He has also been a featured speaker at CES, E3, Churchill Club, Digital

Hollywood, and Game Developers Conference (“GDC”) amongst others.

The Company believes that Mr.

Howse is qualified to serve on its board of directors because of his technology and managerial experience

as well has his knowledge of the gaming industry.

Lisa Cummins Dulchinos.

Cummins Dulchinos has been a member of the Company’s board of directors since June 2019.

Dulchinos currently serves as

Chief Financial Officer and Chief Operating Officer for Ayar Labs, a venture backed startup that is developing an optical based

“chiplet”

to provide high speed, high density & low power to replace traditional electrical based input/output.

She joined Ayar Labs in January 2019 after overseeing a successful sale of Penguin Computing, a private equity backed company,

to Smart Global Holdings in June 2018.

Prior to that, from May 2007 to October 2012, she served as Chief Financial Officer at Adept

Technology, a Nasdaq publicly traded global robotics company, where she oversaw investor relations, led the Sarbanes-Oxley Act

of 2002, as amended, compliance, completed multiple acquisitions, and secured bank and equity financing including a secondary public

Dulchinos is a certified public accountant, inactive, earned a Business Economics degree from the University of California

Santa Barbara and a Masters in Business Administration from St.

Mary’s College.

Howse is qualified

to serve on the Board because of his technology and managerial experience as well has his knowledge of the gaming industry.

Helge Kristensen has been a member of the Board since August 2010.

has held high level management positions in technology companies for the last 25 years and for the last 18 years, he has served

as vice president of Hansong Technology, an original device manufacturer of audio products based in China, and as president of

Platin Gate Technology (Nanjing) Co.

Ltd, a company with focus on service-branding in lifestyle products as well as pro line products

based in China.

Since August 2015, Mr.

Kristensen has served as co-founder and director of Inizio Capital, an investment

company based in the Cayman Islands.

Kristensen has been involved in the audio and technology industries for more than

His expertise is centered on understanding and applying new and innovative technologies.

He holds a master’s degree

in Engineering and an HD-R, a graduate diploma, in Business Administration (Financial and Management Accounting) from Alborg University

The Company believes that Mr.

qualified to serve on its board of directors because of her over-25 years of experience as a growth-oriented financial executive

in global high-tech organizations.

Robert Tobias.

has been a member of the Company’s board of directors since February 2020 and currently serves as CEO, Chairman and President

Licensing Administrator Inc.

where he has been the strategic force behind the licensing, enforcement, compliance and

growth of HDMI technology around the world.

Tobias leads efforts to promote the HDMI specification as the premier digital and

audio interface to the consumer electronics, mobile, PC and entertainment industries.

In addition, he oversees IP enforcement with

1700 HDMI licensees and partners responsible for the release of almost nine billion HDMI products worldwide, and as such brings

a recognized level of expertise working with foreign regulatory channels, customs authorities, standards development organizations,

media companies, etc., to grow the business and protect the HDMI brand.

Kristensen is qualified to serve on the Board because of his technology and managerial

experience as well has his knowledge of the audio industry.

Sriram Peruvemba.

Peruvemba has been a member of the Board since June 2020.

He is the CEO of Marketer International Inc., a marketing services

firm, a position he has held since July 2014.

He is also a board member of Visionect d.o.o, an electronics hardware company

in Slovenia, since September 2017.

He previously served as board member and chair of marketing for the Society for Information

Display from August 2014 to July 2020.

He was also a director of Quantum Materials Corp.

from October 2015 to December 2016

and the CEO of the company from June 2016 to December 2016.

Peruvemba was previously the Chief Marketing Officer

at E Ink Holdings, where he played a major role in transforming the startup to a global company with a high valuation.

30 years of experience in the technology industry, Mr.

Peruvemba has been an influential advocate in the advancement of electronic

hardware technologies.

The Company believes that Mr.

Peruvemba is qualified to serve on the Board because of such experience and

because he is an acknowledged expert on electronic displays, haptics, touch screens, electronic materials and related technologies.

He also consults, writes and presents on those subjects globally.

Based in Silicon Valley, Mr.

Peruvemba advises high tech

firms in the US, Canada, and Europe.

He received a bachelor’s degree in Engineering from Bangalore University, an MBA degree

from Wichita State University and a post-graduate diploma in management from Indira Gandhi National Open University.

Robert Tobias has been a member of the Board since February 2020 and has served as CEO, Chairman and

President of HDMI Licensing Administrator Inc.

since January 2017, where he has been the strategic force behind the licensing,

enforcement, compliance and growth of HDMI®

technology around the world.

Tobias leads efforts to promote the HDMI

specification as the premier digital and audio interface to the consumer electronics, mobile, PC and entertainment industries.

In addition, he oversees IP enforcement with 1700 HDMI licensees and partners responsible for the release of almost nine billion

HDMI products worldwide, and as such brings a recognized level of expertise working with foreign regulatory channels, customs

authorities, standards development organizations, media companies, etc., to grow the business and protect the HDMI brand.

Prior to joining HDMI Licensing Administrator Inc., Mr.

Tobias held the roles of President at MHL and Senior Director of Strategic Product Marketing and Business Development at Silicon

Tobias earned a Bachelor’s degree in Electrical Engineering from UC Davis, an MBA from Santa Clara University

and sits on the UC Davis Engineering Faculty Dean’s Executive Committee.

Tobias served as President of HDMI Licensing LLC, a wholly owned

subsidiary of Lattice Semiconductor, from September 2015 to December 2016, where he led the marketing, licensing and compliance

teams promoting and licensing the HDMI intellectual property, and prior to that, he held the roles of President at MHL and Senior

Director of Strategic Product Marketing and Business Development at Silicon Image.

Tobias earned a Bachelor’s degree

in Electrical Engineering from UC Davis, an MBA from Santa Clara University and sits on the UC Davis Engineering Faculty Dean’s

Executive Committee.

The Company believes that Mr.

Tobias is qualified

to serve on its board of directors based on his experience and leadership in the consumer electronics industry as well as his strong

relationships with top consumer electronics brands in Asia.

Tobias is qualified to serve on the Board based on his experience

and leadership in the consumer electronics industry as well as his strong relationships with top consumer electronics brands in

Family Relationships

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a company of which Mr.

Williams had been serving as chief financial officer, as a result of his prior experience in corporate restructuring,

was placed into an assignment for the benefit of creditors.

Williams continued to serve as chief financial officer during Quantum3D’s

restructuring and negotiated sale in September 2016.

On October 29, 2019, DionyMed Brands Inc.,

a British Columbia company which Mr.

Williams had been serving as chief financial officer, as a result of his prior experience in corporate

restructuring, was placed into an assignment for the benefit of creditors.

Williams continued to serve as chief financial

officer during Quantum3D’s restructuring and negotiated sale in September 2016.

On October 29, 2019, DionyMed Brands

Inc., a British Columbia company which Mr.

Moyer had been serving as a director, was placed in receivership and Mr.

Moyer resigned.

Other than the foregoing, to the best of

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Board of Directors

The Board of Directors

(“Board”) oversees our business affairs and monitors the performance of our management.

In accordance with our

corporate governance principles, the Board does not involve itself in day-to-day operations.

The directors keep themselves

informed through discussions with the Chief Executive Officer, other key executives and by reading the reports and other

materials sent to them and by participating in Board and committee meetings.

Our directors hold office until the next Annual

Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal,

or if for some other reason they are unable to serve in the capacity of director.

The Board oversees our business affairs

and monitors the performance of our management.

In accordance with our corporate governance principles, the Board does not involve

itself in day-to-day operations.

The Company’s directors keep themselves informed through discussions with the Chief Executive

Officer, other key executives and by reading the reports and other materials sent to them and by participating in Board and committee

Our directors hold office until the next annual meeting of stockholders and until their respective successors are elected

and qualified or until their earlier resignation or removal, or if for some other reason they are unable to serve in the capacity

Our Board currently consists of eight (8)

Jonathan Gazdak;

Helge Kristensen;

Michael Howse;

Lisa Cummins Dulchinos;

Brett Moyer, Lisa Cummins, Jonathan Gazdak, Dr.

Gilbert, Helge Kristensen, Michael Howse, Sriram Peruvemba,

and Robert Tobias.

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Director Independence

As our Common Stock is listed on the Nasdaq

Capital Market, our determination of the independence of directors is made using the definition of “independent director”

contained in Rule 5605(a)(2) of the Marketplace Rules of the Nasdaq Stock Market LLC (“Nasdaq”).

Our Board affirmatively

determined that Dr.

Gilbert, Helge Kristensen, Sam Runco, Lisa Cummins Dulchinos and Robert Tobias are “independent

directors,”

as that term is defined in the Marketplace Rules of Nasdaq.

Under the corporate governance rules of Nasdaq, our

Board must be composed of a majority of “independent directors.”

Additionally, subject to certain limited exceptions,

our audit, compensation, and nominating and corporate governance committees also must be composed of all independent directors.

Upon our payment to Hansong Technology, which is an original device manufacturer of audio products based in China and which Mr.

Kristensen has served as vice president of for the last 18 years, it is very likely that Mr.

Kristensen would no longer meet the

qualifications of an “independent director,”

in which case our Board would no longer be composed of a majority of “independent

directors”

nor would our committees be composed of all “independent directors.”

In such event we would

be required to take such actions, as necessary, to regain compliance with the independence requirements under the Nasdaq rules,

in order to avoid being delisted.

The rules of Nasdaq require that each member

of a listed company’s audit and compensation committees be independent.

Audit committee members must also satisfy the independence

criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

the rules of Nasdaq, a director will only qualify as an “independent director”

if, in the opinion of that company’s

board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in

carrying out the responsibilities of a director.

our Common Stock is listed on the Nasdaq Capital Market, our determination of the independence of directors is made using the

definition of “independent director”

contained in Nasdaq Listing Rule 5605(a)(2).

As of March 12, 2021, our Board

has affirmatively determined that Dr.

Gilbert, Lisa Cummins, Sriram Peruvemba and Robert Tobias are

“independent directors,”

as that term is defined in the Nasdaq rules.

During the last completed fiscal year,

our Board also had affirmatively determined that Sam Runco and Brian Herr, former members of the Board who

resigned during such fiscal year, were “independent directors”

during the time they served on the Board and any

of its committees.

Under the Nasdaq rules, our Board must be composed of a majority of “independent directors.”

Additionally, subject to certain limited exceptions, our Board’s audit, compensation, and nominating and corporate

governance committees also must be composed of all independent directors.

Audit committee members must also satisfy

the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Under the rules of Nasdaq, a director will

only qualify as an “independent director”

if, in the opinion of that company’s board of directors, that person

does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

To be considered to be independent for

purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his capacity

as a member of our audit committee, our board of directors, or any other committee of our board of directors:

(1) accept, directly

or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries;

an affiliated person of the listed company or any of its subsidiaries.

purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his

capacity as a member of our audit committee, our board of directors, or any other committee of our board of directors:

directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries;

or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our Board has undertaken a review of its

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Based upon information requested from and

provided by each director concerning his background, employment and affiliations, including family relationships, our board of

directors has determined that the following members of our Board have a relationship that would interfere with the exercise of

independent judgment in carrying out the responsibilities of a director:

Brett Moyer, Jonathan Gazdak and Michael Howse, and that

other than such directors, each of these directors is “independent”

as that term is defined under the listing requirements

and rules of Nasdaq.

In making this determination, our Board considered the current and prior relationships that each non-employee

director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their

provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board

has determined that the following members of our Board have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director:

Brett Moyer, Helge Kristensen, Jonathan Gazdak and Michael Howse,

and that other than such directors, each of our directors is “independent”

as that term is defined under the listing

requirements and rules of Nasdaq.

In making this determination, our Board considered the current and prior relationships that each

non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining their

independence, including the beneficial ownership of our Common Stock by each non-employee director.

Our Board has also determined

Kristensen and Runco satisfy the independence standards for the audit committee established by the listing standards

of Nasdaq and Rule 10A-3 of the Exchange Act.

Our Board has determined that Mr.

Kristensen and Dr.

Gilbert satisfy the independence

standards for the compensation committee established by the listing standards of Nasdaq and are “independent directors”

for committee purposes (as determined under the listing standards of Nasdaq.

On January 14, 2021, the Company

received a letter from Nasdaq that Nasdaq has determined that Mr.

Kristensen no longer meets the qualifications of an “independent

director”

under the Nasdaq rules.

We are in the process of taking such actions, as necessary, to regain compliance with the

independence requirements under the Nasdaq rules, in order to avoid our Common Stock being delisted from the Nasdaq Capital Market.

Our Board has also determined that (i) Ms.

Peruvemba and Mr.

Tobias satisfy the independence standards for the Board’s

audit committee established by the Nasdaq rules and Rule 10A-3 of the Exchange Act (ii) that Mr.

Peruvemba, Dr.

Gilbert and Mr.

Tobias satisfy the independence standards for the compensation committee established by the Nasdaq Rules and are “independent

directors”

for such committee’s purposes and (iii) Dr.

Cummins and Mr.

Tobias satisfy the independence

standards for our Board’s nominating and corporate governance committee established by the Nasdaq Rules and are “independent

directors”

for such committee’s purposes.

Board Meetings and Attendance

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Annual Meeting Attendance

Company held its 2019 Annual Meeting of Stockholders on December 19, 2019, which was attended by Brett Moyer, Lisa Cummins

Dulchinos and Jonathan Gazdak.

The Company held its 2020 Annual Meeting

of Stockholders on October 20, 2020, which was attended in person by Brett Moyer.

Stockholder Communications with the

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280, San Jose, CA 95119.

The envelope should indicate that it contains a stockholder

communication.

All such stockholder communications will be forwarded to the director or directors to whom the communications are

The envelope should indicate that it contains

a stockholder communication.

All such stockholder communications will be forwarded to the director or directors to whom the communications

are addressed.

Board Committees

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committee and a nominating and corporate governance committee.

Each committee has a charter, which is available on our website

Each Board committee has a charter, which is available on our website

at https://ir.summitwireless.com/governance-docs .

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Each of the Board committees has the composition and responsibilities described below.

As of March 20, 2020, the members of these

As of March 12, 2021, the members of such

committees are:

Audit Committee –

Lisa Cummins Dulchinos* (1)

and Helge Kristensen

Cummins* (1) , Sriram Peruvemba and Robert Tobias

Compensation Committee –

Helge Kristensen*,

Robert Tobias and Dr.

Sriram Peruvemba*,

Gilbert and Robert Tobias

Nominating and Corporate Governance Committee

Helge Kristensen*, Robert Tobias and Sam Runco

Gilbert*, Lisa Cummins and Robert Tobias

* Indicates Committee Chair

(1) Indicates Audit Committee

Financial Expert

(1) Indicates

Audit Committee Financial Expert

Audit Committee

We have an Audit Committee established

in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

members of our Audit Committee are Lisa Cummins Dulchinos and Helge Kristensen.

Cummins Dulchinos and Mr.

Kristensen are “independent”

within the meaning of Rule 10A-3 under the Exchange Act and the Marketplace Rules of Nasdaq.

Our Board’s audit committee (“Audit

Committee”) has been established in accordance with Section 3(a)(58)(A) of the Exchange Act.

The members of our Audit Committee

are Lisa Cummins, Sriram Peruvemba and Robert Tobias.

Peruvemba and Robert Tobias are “independent”

within the meaning of Rule 10A-3 under the Exchange Act and the Nasdaq rules.

Our Board has determined that Ms.

Cummins Dulchinos shall serve as the “audit committee financial expert,”

as such term is defined in Item 407(d)(5)

of Regulation S-K.

In addition, Ms.

Cummins Dulchinos serves as Chairman of our Audit Committee.

Cummins shall serve

as the “audit committee financial expert,”

as such term is defined in Item 407(d)(5) of Regulation S-K.

Cummins serves as the Chairperson of the Audit Committee.

The Audit Committee oversees our corporate

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approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

In 2019, the Audit Committee held one (1)

telephonic meeting at which all of the members of the then current Audit Committee were present, except for Mr.

Runco, to review

and approve the filing of the Company’s Quarterly Report on 10-Q for the quarter ended March 31, 2019.

In addition, Mr.

held separate virtual meetings with (a) each of Messrs.

Herr and Kristensen to review and approve the filing of the Company’s

Annual Report on Form 10-K for the year ended December 31, 2018, and (b) all of the members of the then current Audit Committee

to review and approve the filing of the Company’s Quarterly Report on 10-Q for the quarters ended June 30, 2019 and September

During 2020, the Audit Committee held four

virtual meetings to enable members of the then current Audit Committee, which included only two members during a portion of the

year, to review and approve the filing of the Company’s Annual and Quarterly Reports.

To ensure a thorough review the

Company held separate virtual meetings with (a) each of Ms.

Cummins and Mr.

Kristensen to review and approve the filing of the

Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Company’s Quarterly Report on Form

10-Q for the quarter ended March 31, 2020, (b) all of the members of the then current Audit Committee to review and approve the

filing of the Company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2020, and (c) virtual meetings to enable

all committee members to approve the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.

The Audit Committee operates under a written

charter adopted by the Board that satisfies the applicable standards of Nasdaq.

On March 23, 2020, we notified Nasdaq that

the Company is relying on the “Cure Period”

set forth in Listing Rule 5605(c)(4)(B) to regain compliance with the audit

committee composition requirement.

Effective February 10, 2020, Brian Herr, a former director of the Company and member of the

Audit Committee, resigned from the Board.

We are actively searching for a qualified individual to replace Mr.

Herr as a member

of the Audit Committee, and the Company intends to comply with the audit committee composition requirement under Listing Rule 5605(c)(2)(A).

Effective February 10, 2020, Brian

Herr, then a member of the Board and the Audit Committee, resigned from the Board.

On March 24, 2020, Nasdaq notified us that

we were no longer in compliance with Nasdaq Listing Rule 5605, which requires that a company’s audit committee be

composed of at least three independent directors.

On June 24, 2020, as a result of the appointment of Sri Peruvemba to

the Audit Committee effective as of June 22, 2020, Nasdaq notified us that we had regained compliance with such rule and the

matter was closed.

However, on January 14, 2021, we received a letter from Nasdaq that Nasdaq has determined that Mr.

Kristensen, who had been serving as a member of the Audit Committee, no longer meets the qualifications of an

“independent director”

under the Nasdaq rules.

We are in the process of taking such actions, as necessary, to

regain compliance with the independence requirements under the Nasdaq rules, in order to avoid our Common Stock being

delisted from the Nasdaq Capital Market.

As of January 14, 2021, Mr.

Kristensen no longer serves as a member of the Audit

Compensation Committee

The members of our Compensation Committee

are Helge Kristensen, Robert Tobias and Dr.

Kristensen, Tobias and Gilbert are “independent”

within the meaning of the Marketplace Rules of the Nasdaq Stock Market.

In addition, each member of our Compensation Committee

qualifies as a “non-employee director”

The members of our Board’s compensation

committee (the “Compensation Committee”) are Sriram Peruvemba, Dr.

Gilbert and Robert Tobias.

Gilbert and Tobias are “independent”

within the meaning of the Nasdaq rules.

In addition, each member of our Compensation

Committee qualifies as a “non-employee director”

under Rule 16b-3 of the Exchange Act.

Our Compensation Committee assists the

Board in the discharge of its responsibilities relating to the compensation of the members of the Board and our executive officers.

Kristensen serves as Chairman of our Compensation Committee.

Our Compensation Committee assists

the Board in the discharge of its responsibilities relating to the compensation of the members of the Board and our executive officers.

Peruvemba serves as the Chairman of our Compensation Committee.

As of January 14, 2021, Mr.

Kristensen no longer serves

as a member of the Compensation Committee due to Nasdaq’s determination that Mr.

Kristensen is no longer independent.

The Compensation Committee’s compensation-related

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reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

reviewing and recommending to our board of directors the compensation of our directors;

reviewing and approving, or recommending that our board of directors approve, the terms of compensatory arrangements with our executive officers;

reviewing and recommending to our Board the compensation of

our directors;

reviewing and approving, or recommending that our Board approve,

the terms of compensatory arrangements with our executive officers;

administering our stock and equity incentive plans;

reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans;

reviewing and approving, or recommending that our Board approve,

incentive compensation and equity plans;

reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

In 2020, the Compensation Committee held

two (2) meetings at which all of the members of the then current Compensation Committee were present, except for Brian Herr who

was unable to attend one meeting.

two (2) meetings at which all of the members of the then current Compensation Committee were present.

Nominating and Corporate Governance

The members of our Nominating and Corporate

Governance Committee are Robert Tobias, Helge Kristensen and Sam Runco.

Tobias, Kristensen and Runco are “independent”

within the meaning of the Marketplace Rules of the Nasdaq Stock Market.

In addition, each member of our Nominating and Corporate

Governance Committee qualifies as a “non-employee director”

Governance Committee are Dr.

Gilbert, Lisa Cummins and Robert Tobias.

Cummins and Mr.

Tobias are “independent”

within the meaning of the Nasdaq rules.

In addition, each member of our Nominating and Corporate Governance Committee qualifies

as a “non-employee director”

under Rule 16b-3 of the Exchange Act.

The purpose of the

Nominating and Corporate Governance Committee is to recommend to the Board nominees for election as directors and persons to be

elected to fill any vacancies on the Board, develop and recommend a set of corporate governance principles and oversee the performance

of the Board.

Kristensen serves as Chairman of our Nominating and Corporate Governance Committee.

The Nominating and Corporate

Governance Committee’s responsibilities include, among other things:

identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors and its committees;

evaluating the performance of our board of directors and of individual directors;

considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

The purpose of the Nominating and Corporate Governance

Committee is to recommend to the Board nominees for election as directors and persons to be elected to fill any vacancies on the

Board, develop and recommend a set of corporate governance principles and oversee the performance of the Board.

Gilbert serves

as Chairman of our Nominating and Corporate Governance Committee.

As of January 14, 2021, Mr.

Kristensen no longer serves as a

member of the Compensation Committee due to Nasdaq’s determination that Mr.

Kristensen is no longer independent.

The Nominating

and Corporate Governance Committee’s responsibilities include, among other things:

identifying, evaluating and selecting, or recommending that our Board approve, nominees for election to our Board and its committees;

evaluating the performance of our Board and of individual directors;

considering and making recommendations to our Board regarding the composition of our Board and its committees;

reviewing developments in corporate governance practices;

evaluating the adequacy of our corporate governance practices and reporting;

developing and making recommendations to our board of directors regarding corporate governance guidelines and matters;

developing and making recommendations to our Board regarding corporate governance guidelines and matters;

overseeing an annual evaluation of the Board’s performance.

In 2019, the Nominating and Corporate Governance

Committee held one (1) meeting at which all of the members of the then current Nominating and Corporate Governance Committee were

Leadership Structure of the Board

The Board does not currently have a policy

on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board or, if the roles are separate,

whether the Chairman should be selected from the non-employee directors or should be an employee.

The Board believes that it should

have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate

leadership for the Company at that time.

Moyer is both the Chief Executive Officer and Chairman of the Board.

In 2020, the Nominating and Corporate

Governance Committee held two (2) meetings at which all of the members of the then current Nominating and Corporate Governance

Committee were present.

Director Nomination Procedures

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the procedures by which security holders may recommend nominees to the Board.

Risk Oversight

The Board oversees risk management directly

and through its committees associated with their respective subject matter areas.

Generally, the Board oversees risks that may

affect the business of the Company as a whole, including operational matters.

The Audit Committee is responsible for oversight

of the Company’s accounting and financial reporting processes and also discusses with management the Company’s financial

statements, internal controls and other accounting and related matters.

The Compensation Committee oversees certain risks related

to compensation programs, and the Nominating and Corporate Governance Committee oversees certain corporate governance risks.

part of their roles in overseeing risk management, these committees periodically report to the Board regarding briefings provided

by management and advisors as well as the committees’

own analysis and conclusions regarding certain risks faced by the Company.

Management is responsible for implementing the risk management strategy and developing policies, controls, processes and procedures

to identify and manage risks.

Code of Business Conduct and Ethics

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(10%) beneficial owners listed in the table below:

Walsh’s Form 5 was not filed on a timely basis.

Jonathan Gazdak

Gazdak’s Form 4 was not filed on a timely basis.

Lisa Cummins Dulchinos

Cummins’

Form 3 was not filed on a timely basis.

Moyer’s Form 4 was not filed on a timely basis.

Oliva’s Form 4 was not filed on a timely basis

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principal executive officer or acted in a similar capacity and the Company’s two other most highly compensated executive

officers during the last completed fiscal year, as required by Item 402(m)(2) of Regulation S-K of the Securities Act.

officers during the last completed fiscal year, as required by Item 402(m)(2) of Regulation S-K of the Securities

We refer to all of these individuals collectively as our “Named Executive Officers.”

Name and Principal

Incentive Plan

Name and Principal Position

Stock Awards ($) (1)

Non-Equity Incentive Plan Compensation

All Other Compensation

President and Chief

Executive Officer

$ 743,093 (3)

Chief Financial Officer,

Gary Williams

Chief Accounting Officer,

and VP of Finance

$ 585,330 (4)

Chief Financial Officer

$ 209,806 (5)

and Secretary

VP of Finance

Amounts reported in this column do not reflect the amounts actually received by our named executive officers.

Instead, these amounts reflect the aggregate grant date fair value of each stock award to purchase a share of common stock granted to the named executive officers during the fiscal years ended December 31, 2019 and 2018, as computed in accordance with FASB ASC 718.

The calculation of the 2018 amounts are based on the fair market value of the shares of restricted common stock granted to such officers as of the date of grant.

The calculation of the 2019 amounts are based on the fair market value of the shares of restricted common stock granted to such officers as of December 31, 2019.

Instead, these amounts reflect the aggregate grant date fair value of each restricted stock award and each RSU granted to the named executive officers during the fiscal years ended December 31, 2020 and 2019, as computed in accordance with Financial Accounting Standards Board (“FASB”) ASC 718.

As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

In connection with the termination of the Carve-Out Plan and the approval of the LTIP on January 31, 2018, we issued 445,009 shares of restricted common stock to our named executive officers, whose proceeds under the Carve-Out Plan were vested as of that date (the “January 2018 Restricted Stock Grant”).

See also “Executive Officer Compensation –

Non-Equity Incentive Plans”.

Such shares were issued to such officers on January 31, 2018, and were released in three equal tranches on September 1, 2018, March 1, 2019 and September 1, 2019.

The amounts listed in this column for the fiscal year ended December 31, 2018 reflect the total value of such shares issued on January 31, 2018.

During the year ended December 31, 2020, Mr.

Moyer’s voluntary reduced compensation continued through June 4, 2018, reducing his total 2018 salary to $299,566 instead of $335,000.

Moyer voluntary agreed to a reduced compensation between March 21, 2020 and June 26, 2020, reducing his total 2020 salary to $302,792 instead of $335,000.

During the year ended December 31, 2020, Mr.

Williams’

voluntary reduced compensation continued through June 4, 2018, reducing his total 2018 salary to $228,365 instead of $250,000.

Oliva voluntary agreed to a reduced compensation between March 21, 2020 and June 26, 2020, reducing his total 2020 salary to $230,765 instead of $250,000.

Reflects all compensation received by Mr.

Oliva between September 9, 2019, the date of his appointment as Chief Financial Officer of the Company, through December 31, 2019.

During the year ended December 31, 2020, Mr.

Williams voluntary agreed to a reduced compensation between March 21, 2020 and June 26, 2020, reducing his total 2020 salary to $230,766 instead of $250,000.

Executive Employment Agreements and

We are party to an employment agreement

with Brett Moyer, which we assumed on or about August 1, 2010 and which was amended in 2011.

Pursuant to such agreement, Mr.

agreed to serve as our Chief Executive Officer and President in consideration for an annual cash salary, which was set at $335,000

for the years ended December 31, 2019 and 2018.

Moyer voluntarily agreed to accept 50% of the salary due to him pursuant to

such agreement between October 7, 2017 and February 8, 2019 and 75% of the salary due him between February 9, 2019 and June 4,

Moyer received a bonus of $0 and $38,493 for the fiscal years ended December 31, 2019 and 2018, respectively, but he

did not have a target bonus for such fiscal years under his employment agreement.

For additional information on the amounts paid

Moyer during such periods, refer to the footnotes of the Summary Compensation Table above.

We are party to an employment

agreement with Brett Moyer, which we assumed on or about August 1, 2010 and which was amended in 2011.

Pursuant to such

agreement, Mr.

Moyer agreed to serve as our Chief Executive Officer and President in consideration for an annual cash

salary, which was set at $335,000 for the years ended December 31, 2020 and 2019.

Moyer voluntarily agreed to

accept reduced compensation between March 21, 2020 and June 26, 2020, reducing his total 2020 salary to $302,792

instead of $335,000.

Additionally, Mr.

Moyer did not have a target bonus for the years ended December 31, 2020 and 2019

under his employment agreement.

For additional information on the amounts paid to Mr.

such periods, refer to the footnotes of the Summary Compensation Table above.

Pursuant to Mr.

Moyer’s

employment agreement, if he is terminated “without cause”, as defined in such agreement, he is entitled to receive

12 months of salary and all options held will immediately vest and become exercisable.

Additionally, in the event that Mr.

Moyer’s

contract is not renewed, he shall receive 12 months of his then current salary.

Such agreement provides for incentive bonuses as

determined by the Board, and employee benefits, including health and disability insurance, in accordance with our policies, and

shall automatically renew for successive one-year terms, unless terminated by either party 30 days prior to the end of the then

current term.

Moyer’s employment

agreement, if he is terminated “without cause”, as defined in such agreement, he is entitled to receive 12 months

of salary and all options held will immediately vest and become exercisable.

Additionally, in the event that

Moyer’s contract is not renewed, he shall receive 12 months of his then current salary.

Such agreement

provides for incentive bonuses as determined by the Board, and employee benefits, including health and disability insurance,

in accordance with our policies, and shall automatically renew for successive one-year terms, unless terminated by either

party 30 days prior to the end of the then current term.

connection with his appointment as the Company’s Chief Financial Officer and Secretary, the Company and Mr.

9 unchanged sentences

discretionary and non-discretionary bonus programs.

Oliva voluntarily agreed to accept reduced compensation

between March 21, 2020 and June 26, 2020, reducing his total 2020 salary to $230,765 instead of $250,000.

For additional

information on the amounts paid to Mr.

Oliva during such periods, refer to the footnotes of the Summary Compensation Table

Additionally,

pursuant to the Offer Letter and as a material inducement to Mr.

Oliva’s acceptance of employment with the Company, the Company

Oliva’s acceptance of employment with the Company,

the Company issued Mr.

Oliva 7,500 shares of restricted Common Stock of the Company (the “Stock Award”).

The Stock Award was

approved by the compensation committee of the Board and such shares were issued in accordance with Nasdaq Listing Rule 5635(c)(4)

outside of the LTIP.

Pursuant to the Offer Letter, such shares will vest equally over a period of four years, with the first tranche

to vest on September 1, 2020, and in the event that Mr.

Oliva is (i) terminated without cause within one year of a change in control

of the Company (defined as over a 50% change in ownership of the Company) or (ii) his role is diminished as a result of such change

in control, all incentive equity compensation granted to him will fully accelerate and vest, and he will receive as severance (i)

all cash bonuses due to him under the Company’s incentive plans, prorated as of the effective date of termination, and (ii)

an additional six months of base salary and benefits

Award was approved by the compensation committee of the Board and such shares were issued in accordance with Nasdaq Listing Rule 5635(c)(4) outside

Pursuant to the Offer Letter, such shares were scheduled to vest equally over a period of four years, with the first

tranche to vest on September 1, 2020, and in the event that Mr.

Oliva is (i) terminated without cause within one

year of a change in control of the Company (defined as over a 50% change in ownership of the Company) or (ii) his role is

diminished as a result of such change in control, all incentive equity compensation granted to him will fully accelerate and vest,

and he will receive as severance (i) all cash bonuses due to him under the Company’s incentive plans, prorated as of

the effective date of termination, and (ii) an additional six months of base salary and benefits.

On July 27, 2020, the Company

fully accelerated the vesting terms of the outstanding shares of restricted stock that had been previously awarded under

the LTIP and the 7,500 outstanding shares of restricted common stock issued to Mr.

Gary Williams

1 unchanged sentence

with Gary Williams, which we assumed on or about August 1, 2010 and which was amended in 2011.

Pursuant to such agreement, Mr.

Williams agreed to serve as our Executive Vice President of Finance and Chief Financial Officer in consideration for an annual

cash salary, which was set at $250,000 for the years ended December 31, 2019 and 2018.

William’s target bonus was $75,000

for the fiscal years ended December 31, 2019 and 2018, however on September 7, 2019, this changed to $37,500 for the fiscal year

ended December 31, 2019 in connection with Mr.

Williams appointment to Chief Accounting Officer.

For additional information on

the amounts paid to Mr.

Williams during such periods, refer to the footnotes of the Summary Compensation Table above.

Pursuant to such agreement,

Williams agreed to serve as our Executive Vice President of Finance and Chief Financial Officer in consideration for an

annual cash salary, which was set at $250,000 for the years ended December 31, 2020 and 2019.

Williams voluntarily

agreed to accept reduced compensation between March 21, 2020 and June 26, 2020, reducing his total 2020 salary to $230,765

instead of $250,000.

Williams' target bonus was $37,500 for the fiscal year ended December 31, 2020.

target bonus for 2019 was changed on September 7, 2019 from $75,000 to $37,500 in connection with Mr.

Williams’

employment agreement, if he is either terminated “without cause”

or in the event of a “change

in control”, as defined in such agreement, he is entitled to 12 months of salary, payment of prorated bonus amounts and all

stock and options held will immediately vest and become exercisable.

Such agreement provides for bonuses, as determined by our

board of directors, and employee benefits, including health and disability insurance, in accordance with our policies and automatically

renews for consecutive one-year terms, unless terminated by either party 90 days prior to the end of the then current term.

September 9, 2019, Gary Williams was succeeded by George Oliva as Chief Financial Officer, Mr.

Williams assumed the role of Chief

Accounting Officer and continues to serve as Vice President of Finance.

to Chief Accounting Officer.

For additional information on the amounts paid to Mr.

Williams during such periods, refer

to the footnotes of the Summary Compensation Table above.

Pursuant to Mr.

Williams’

employment agreement, if he is either

terminated “without cause”

or in the event of a “change in control”, as defined in such agreement, he is

entitled to 12 months of salary, payment of prorated bonus amounts and all stock and options held will immediately vest and become

Such agreement provides for bonuses, as determined by our board of directors, and employee benefits, including health

and disability insurance, in accordance with our policies and automatically renews for consecutive one-year terms, unless terminated

by either party 90 days prior to the end of the then current term.

Effective September 9, 2019, Gary Williams was succeeded

by George Oliva as Chief Financial Officer, Mr.

Williams assumed the role of Chief Accounting Officer and continues to serve

as Vice President of Finance.

Upon assuming the role of Chief Accounting Officer, Mr.

Williams’

employment agreement was amended to state that if he is either terminated “without cause”

event of a “change in control”, as defined in such agreement, he is entitled to six months of salary.

employment agreement

was amended to state that if he is either terminated “without cause”

or in the event of a “change in control”,

as defined in such agreement, he is entitled to six months of salary.

Other Compensation

1 unchanged sentence

no post-employment compensation, pension or nonqualified deferred compensation benefits earned by our Named Executive Officers

during the year ended December 31, 2019.

We do not have any retirement, pension or profit-sharing programs for the benefit of our

directors, officers or other employees.

during the years ended December 31, 2020 and 2019.

We do not have any retirement, pension or profit-sharing programs for the

benefit of our directors, officers or other employees.

The Board may recommend adoption of one or more such programs in the future.

4 unchanged sentences

Unexercisable

$ 513,300 (3)

$ 218,857 (5)

Gary Williams

$ 109,740 (7)

(1) Market value based upon the closing

market price of $3.54 on December 31, 2020.

Moyer was granted 141,733 shares

of restricted common stock, which vest in equal installments on the first, second and third anniversaries of September 1, 2019.

Williams was granted 67,308 shares

of restricted common stock, which vest in equal installments on the first, second and third anniversaries of September 1, 2019.

Oliva was granted 150,000 shares

of restricted stock vest in equal installment on the first, second, third and fourth anniversaries of September 1, 2019.

Moyer was granted 14,750

shares of restricted Common Stock on July 27, 2020, which vest in equal installments on the first, second and third anniversaries

of August 15, 2020.

Moyer was granted 145,000

RSUs on July 27, 2020, which vest in equal installments on the first, second and third anniversaries of August 15, 2020.

Oliva was granted 12,424

shares of restricted Common Stock on July 27, 2020, which vest in equal installments on the first, second and third anniversaries

of August 15, 2020.

Oliva was granted 61,824

RSUs on July 27, 2020, which vest in equal installments on the first, second and third anniversaries of August 15, 2020.

Williams was granted

5,000 shares of restricted Common Stock on July 27, 2020, which vest in equal installments on the first, second and third

anniversaries of August 15, 2020.

Williams was granted

31,000 RSUs on July 27, 2020, which vest in equal installments on the first, second and third anniversaries of August 15,

Equity Incentive Plans

On January 30, 2018, the Board approved

the establishment of the LTIP.

The LTIP is intended to enable the Company to continue to attract able directors, employees, and

consultants and to provide a means whereby those individuals upon whom the responsibilities rest for successful administration

and management of the Company, and whose present and potential contributions are of importance, can acquire and maintain Common

Stock ownership, thereby strengthening their concern for the Company’s welfare.

The aggregate maximum number of shares of

Common Stock (including shares underlying options) that may be issued under the LTIP pursuant to awards of Restricted Shares or

Options will be limited to 15% of the outstanding shares of Common Stock, which calculation shall be made on the first trading

day of each new fiscal year;

provided that, in any year no more than 8% of the Common Stock or derivative securitization with Common

Stock underlying 8% of the Common Stock may be issued in any fiscal year.

For fiscal year 2018, up to 300,000 shares of Common

Stock were initially available for participants under the LTIP, which shares were granted outside the LTIP’s first year share

availability pool.

For fiscal year 2019, up to 2,304,909 shares of Common Stock are available for participants under the LTIP.

The number of shares of Common Stock that are the subject of awards under the LTIP which are forfeited or terminated, are settled

in cash in lieu of shares of Common Stock or in a manner such that all or some of the shares covered by an award are not issued

to a participant or are exchanged for awards that do not involve shares will again immediately become available to be issued pursuant

to awards granted under the LTIP.

If shares of Common Stock are withheld from payment of an award to satisfy tax obligations with

respect to the award, those shares of Common Stock will be treated as shares that have been issued under the LTIP and will not

again be available for issuance under the LTIP.

In connection with the termination of the Carve-Out Plan and

the approval of the LTIP on January 31, 2018, the Company issued 1,284,470 and 153,126 shares of restricted common stock to certain

of its employees and directors, respectively, whose proceeds under the Carve-Out Plan were vested as of that date (the “January

2018 Restricted Stock Grant”).

Such shares were issued to such persons on January 31, 2018, and were to be released in three

equal tranches on September 1, 2018, March 1, 2019 and September 1, 2019.

As of December 31, 2019, all of the shares of such restricted

common stock were released, with an additional 21,132 shares to be released to a terminated employee in three equal tranches over

the next 14 months pursuant to the terms of such employee’s restricted stock agreement.

The January 2018 Restricted Stock Grant

and the LTIP were approved by a majority of the Company’s stockholders on January 31, 2018.

Non-Equity Incentive Plans

On January 30, 2018, the Company terminated

the Company’s Carve-Out Plan.

Prior to its cancellation, our employees and directors of the Company were entitled to participate

in the Carve-Out Plan at the discretion of the Company’s Board.

Each Carve-Out Plan participant was awarded points which

entitled that participant to a portion of the proceeds payable to the Company and/or its members upon a sale of the Company.

proceeds payable to a Carve-Out Plan participant were equal to an amount determined in accordance with the following formula:

of points held by participant divided by total points outstanding) multiplied by 18% of Net Sale Price.

For this purpose, “Net

Sale Price”

equaled the aggregate amount payable to the Company and/or its members in connection with a sale of the Company

less all amounts payable to creditors of the Company.

2018 Long-Term Stock Incentive Plan

of the Company (the “LTIP”)

January 30, 2018, the Board approved the establishment of the LTIP.

The LTIP is intended to enable the Company to

continue to attract able directors, employees, and consultants and to provide a means whereby those individuals upon whom the

responsibilities rest for successful administration and management of the Company, and whose present and potential

contributions are of importance, can acquire and maintain Common Stock ownership, thereby strengthening their concern for the

Company’s welfare.

The aggregate maximum number of shares of Common Stock (including shares underlying options) that

may be issued under the LTIP pursuant to awards of Restricted Shares or Options will be limited to 15% of the outstanding

shares of Common Stock, which calculation shall be made on the first trading day of each new fiscal year;

provided that, in

any year no more than 8% of the Common Stock or derivative securitization with Common Stock underlying 8% of the Common Stock

may be issued in any fiscal year.

For fiscal year 2019, up to 115,245 shares of Common Stock were available for participants

under the LTIP.

For fiscal year 2020, up to 99,619 shares of Common Stock were initially available for participants

under the LTIP.

The number of shares of Common Stock that are the subject of awards under the LTIP which are forfeited or

terminated, are settled in cash in lieu of shares of Common Stock or in a manner such that all or some of the shares covered

by an award are not issued to a participant or are exchanged for awards that do not involve shares will again immediately

become available to be issued pursuant to awards granted under the LTIP.

If shares of Common Stock are withheld from payment

of an award to satisfy tax obligations with respect to the award, those shares of Common Stock will be treated as shares that

have been issued under the LTIP and will not again be available for issuance under the LTIP.

In connection with the termination of the

Carve-Out Plan and the approval of the LTIP on January 31, 2018, the Company issued 64,224 and 7,656 shares of restricted

common stock to certain of its employees and directors, respectively, whose proceeds under the Carve-Out Plan were vested as of

that date (the “January 2018 Restricted Stock Grant”).

Such shares were issued to such persons on January 31,

2018, and were to be released in three equal tranches on September 1, 2018, March 1, 2019 and September 1, 2019.

As of December 31, 2020, all of the shares of such restricted common stock were released, with an additional 382 shares to

be released to a terminated employee in March 2021, pursuant to the terms of such employee’s restricted stock agreement.

The January 2018 Restricted Stock

Grant and the LTIP were approved by a majority of the Company’s stockholders on January 31, 2018.

Stock Incentive Plan (the “2020 Plan”)

July 27, 2020, the Board approved the establishment of the 2020 Plan and the reservation of an aggregate of 650,000 shares of Common

Stock authorized for issuance under the 2020 Plan, subject to stockholder approval, which was obtained on October 20, 2020.

2020 Plan authorizes the grant of equity-based compensation to the Company’s senior managers, employees, directors, consultants,

professionals and service providers in the form of stock options, restricted stock and RSUs.

All options granted under the

2020 Plan will be considered non-qualified stock options.

The purpose of the 2020 Plan is to attract and retain senior managers,

employees, directors, consultants, professionals and service providers who provide services to the Company, provided that such

services are bona fide services that are not of a capital-raising nature during this period of unprecedented uncertainty and volatility

in the COVID-19 environment and its impact on the value of the Company’s equity and grants.

As of December 31, 2020, no options

or restricted stock awards have been granted under the 2020 Plan and an aggregate of 626,974 RSUs were outstanding under the 2020

DIRECTOR COMPENSATION

1 unchanged sentence

paid to our directors during the fiscal year ended December 31, 2020.

Lisa Cummins Dulchinos

Stock Awards (1)

Jonathan Gazdak

Helge Kristensen

Michael Fazio

Michael Howse

(1) Represents 25,000 shares of restricted

common stock granted to each non-employee director, except for Mr.

Fazio who resigned June 19, 2019, which vest in equal installments

on the first, second and third anniversaries of September 1, 2019, based upon the closing market price of $0.61 on December 31,

Amounts reported in this column do not reflect the amounts actually received by our non-employee directors.

Instead, these

amounts reflect the aggregate grant date fair value of each stock award to purchase a share of common stock granted to the Company’s

directors during the fiscal year ended December 31, 2019, as computed in accordance with the Financial Accounting Standards Board

(“FASB”) ASC 718.

The calculation of the 2019 amounts are based on the fair market value of the shares of restricted

common stock granted to such directors as of December 31, 2019.

As required by SEC rules, the amounts shown exclude the impact

of estimated forfeitures related to service-based vesting conditions.

(2) As of December 31, 2019, Ms.

Dulchinos beneficially owned 25,000 shares of Common Stock issued as stock awards and did not have any outstanding option awards.

Security Ownership of Certain Beneficial Ownership and Management .”

(3) As of December 31, 2019, Mr.

beneficially owned 50,000 shares of Common Stock issued as stock awards and did not have any outstanding option awards.

Ownership of Certain Beneficial Ownership and Management .”

(4) As of December 31, 2019, Mr.

beneficially owned 50,000 shares of Common Stock issued as stock awards and did not have any outstanding option awards.

Ownership of Certain Beneficial Ownership and Management .”

(5) As of December 31, 2019, Mr.

beneficially owned 50,000 shares of Common Stock issued as stock awards and did not have any outstanding option awards.

Ownership of Certain Beneficial Ownership and Management .”

(6) As of December 31, 2019, Mr.

beneficially owned 50,000 shares of Common Stock issued as stock awards and did not have any outstanding option awards.

Ownership of Certain Beneficial Ownership and Management .”

(7) As of December 31, 2019, Mr.

Herr beneficially

owned 25,000 shares of Common Stock issued as stock awards and did not have any outstanding option awards.

See “Security

Ownership of Certain Beneficial Ownership and Management.”

On February 6, 2020, Mr.

Herr notified the Company of his decision

to resign from the Board.

Effective February 10, 2020, the Board appointed Mr.

Helge Kristensen

Sriram Peruvemba

Robert Tobias

reported in this column do not reflect the amounts actually received by our non-employee directors.

Instead, these amounts

reflect the aggregate grant date fair value of each restricted stock award and RSU granted to the Company’s directors

during the fiscal year ended December 31, 2020, as computed in accordance with FASB ASC 718.

As required by SEC

rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions .

Cummins was granted 2,750

shares of restricted Common Stock, which vest in equal installments on the first, second and third anniversaries of August 15,

In addition, Ms.

Cummins was granted 10,000 RSUs, which vest in equal installments on the first, second and third anniversaries

of August 15, 2020.

Gazdak was granted 2,750

shares of restricted Common Stock, which vest in equal installments on the first, second and third anniversaries of August 15,

In addition, Mr.

Gazdak was granted 10,000 RSUs, which vest in equal installments on the first, second and third anniversaries

of August 15, 2020.

Gilbert was granted 2,750

shares of restricted Common Stock, which vest in equal installments on the first, second and third anniversaries of August 15,

In addition, Dr.

Gilbert was granted 10,000 RSUs, which vest in equal installments on the first, second and third anniversaries

of August 15, 2020.

Howse was granted 14,000

RSUs, which vest in equal installments on the first, second and third anniversaries of August 15, 2020.

Kristensen was granted

2,750 shares of restricted Common Stock, which vest in equal installments on the first, second and third anniversaries of August 15,

In addition, Mr.

Kristensen was granted 10,000 RSUs, which vest in equal installments on the first, second and third anniversaries

of August 15, 2020.

Peruvemba was granted

4,000 shares of restricted Common Stock, which vest in equal installments on the first, second and third anniversaries of August 15,

In addition, Mr.

Peruvemba was granted 7,250 RSUs, which vest in equal installments on the first, second and third anniversaries

of August 15, 2020.

Tobias was granted 2,000

shares of restricted Common Stock, which vest in equal installments on the first, second and third anniversaries of August 15,

In addition, Mr.

Tobias was granted 10,000 RSUs, which vest in equal installments on the first, second and third anniversaries

of August 15, 2020.

(9) On February 6, 2020,

Brian Herr notified the Company of his decision to resign from the Board.

Effective February 10, 2020, the

Board appointed Mr.

Tobias as a member of the Board to replace Mr.

(8) As of December 31, 2019, Mr.

beneficially owned 7,292 shares of Common Stock issued as stock awards and did not have any outstanding option awards.

resigned as a director of the Company effective June 19, 2019.

Security Ownership of Certain Beneficial Ownership

and Management .”

(9) As of December 31, 2019, Mr.

beneficially owned no shares of Common Stock issued as stock awards and did not have any outstanding option awards.

Ownership of Certain Beneficial Ownership and Management .”

Herr did not receive any compensation

for his services as a Company director in 2020.

(10) On June 19, 2020,

Sam Runco notified the Company of his decision to resign from the Board.

Effective June 22, 2020, the Board

appointed Mr.

Peruvemba as a member of the Board to replace Mr.

Runco did not receive any compensation

for his services as a Company director in 2020.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

8 unchanged sentences

The percentage ownership information

shown in the table prior to this offering is based upon 26,743,765 shares of Common Stock and 250,000 shares of Series A Preferred

Stock outstanding as of March 20, 2020.

The percentage ownership information shown in the table excludes (i) 14,088 shares of restricted

stock to be released to a terminated employee in three equal tranches over the next 11 months pursuant to the terms of such employee’s

restricted stock agreement, and (ii) 400,000 unvested Deferred Shares issued to Michael Howse pursuant to the Deferred Shares

As of March 20, 2020, the holder of Series A Preferred Stock has not converted her shares of Series A Preferred Stock

into shares of Common Stock.

shown in the table is based upon 10,488,853 shares of Common Stock and 250,000 shares of Series A Preferred Stock outstanding

as of March 12, 2021.

The percentage ownership information shown in the table excludes (i) shares of Common Stock to be

issued upon exercise of warrants and pre-funded warrants to purchase an aggregate of up to 5,533,270 shares of Common Stock

as of March 12, 2021, (ii) 20,000 unvested deferred shares (the “Deferred Shares”) issued to Michael Howse under

the LTIP pursuant to a deferred shares agreement entered into as of January 4, 2019 (the “Deferred Shares

Agreement”), (iii) 643,974 RSUs that have been issued but have not vested and (iv) 12,500 shares of Common Stock

issuable upon conversion of 250,000 shares of Series A Preferred Stock.

As of March 12, 2021, the sole holder of Series A

Preferred Stock has not converted any shares of Series A Preferred Stock into shares of Common Stock.

Beneficial ownership is determined according

to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole

or shared voting or investment power of that security, including securities that are exercisable for shares of Common Stock within

sixty (60) days of March 20, 2020.

Except as indicated by the footnotes below, we believe, based on the information furnished to

us, that the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock

shown that they beneficially own, subject to community property laws where applicable.

to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses

sole or shared voting or investment power of that security, including securities that are exercisable for or convertible into shares

of Common Stock within sixty (60) days of March 12, 2021.

Except as indicated by the footnotes below, we believe, based on

the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to

all shares of Common Stock shown that they beneficially own, subject to community property laws where applicable.

For purposes of computing the percentage

of outstanding shares of our Common Stock held by each person or group of persons named above, any shares of Common Stock that

such person or persons has the right to acquire within sixty (60) days of March 20, 2020 is deemed to be outstanding, but is not

deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

The inclusion herein of any

shares of Common Stock listed as beneficially owned does not constitute an admission of beneficial ownership.

Except as otherwise noted below, the address for persons listed

in the table is c/o Summit Wireless Technologies, Inc., 6840 Via Del Oro, Ste.

such person or persons has the right to acquire within sixty (60) days of March 12, 2021 is deemed to be outstanding, but

is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

The inclusion herein

of any shares of Common Stock listed as beneficially owned does not constitute an admission of beneficial ownership.

Except as otherwise noted below, the address

for persons listed in the table is c/o Summit Wireless Technologies, Inc., 6840 Via Del Oro, Ste.

280, San Jose, CA 95119.

2 unchanged sentences

5% or greater stockholders:

Hudson Bay Master Fund Ltd (2)

Intracoastal Capital LLC (3)

Lind Global Macro Fund, LP (4)

Lisa Walsh (5)

MARCorp Signal, LLC (5)

Medalist Partners LP (6)

Directors and executive officers

5 unchanged sentences

Chief Accounting Officer and Vice President of Finance

Lisa Cummins (9)

Jonathan Gazdak (10)

1 unchanged sentence

Helge Kristensen (13)

Sam Runco (14)

Lisa Cummins Dulchinos (15)

Sri Peruvemba (14)

Robert Tobias (15)

Directors and executive officers as a group (10 persons)

Directors and executive officers as a group (10

persons) (16)

Percentage of total voting power represents voting power with respect to all shares of our Common Stock and Series A Preferred Stock, which have the same voting rights as our shares of Common Stock.

The holders of our Common Stock and our Series A Preferred Stock are each entitled to one vote per share.

Includes fully vested warrants to purchase 482,557 shares of Common Stock at exercise prices between $0.01 and $5.40 per share.

Includes fully vested warrants to purchase 104,397 shares of Common Stock at an exercise price of $5.40 per share.

Includes (i) fully vested warrants to purchase 774,929 shares of Common Stock with exercise prices ranging from $0.79 to $1.98 per share and (ii) 250,000 shares of Common Stock based upon the assumed conversion of 250,000 shares of Series A Preferred Stock convertible into shares of our Common Stock at a price of $4.00 per share, subject to adjustment under the Certificate of Designations upon certain subsequent transactions and events described therein, and which price cannot be reduced below $1.50 per share.

Includes fully vested warrants to purchase 2,952,244 shares of Common Stock at an exercise price of $3.00 per share.

Excludes (i) warrants to purchase 150,000 shares of Common Stock, with an exercise price of $3.00 per share, which contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to such exercise (subject to increase or decrease upon prior written notice, in the case of any increase, of not less than 61 days).

Brian Herr is an employee of Medalist Partners LP (“Medalist”) and/or one of its affiliates, is a partner and co-portfolio manager for each of the Medalist Funds (defined below), and is a former director of the Company who, on February 6, 2020, notified the Company of his decision to resign from the Board and, effective February 10, 2020, was replaced by Robert Tobias as a member of the Board.

Based upon a Schedule 13G/A that was jointly filed with the SEC on February 14, 2020 by (i) Medalist, a Delaware limited partnership, (ii) Medalist Partners Harvest Master Fund, Ltd., a Cayman Islands exempted company (“Harvest”) and (iii) Medalist Partners Opportunity Fund A, L.P., a Cayman Islands exempted company (“Opportunity”

and, collectively with Harvest, the “Medalist Funds”

and, collectively with Harvest and Medalist, the “Reporting Persons”).

Medalist is the investment manager to the Medalist Funds and may be deemed to beneficially own the securities held by the Medalist Funds.

As of December 31, 2019, each of Harvest and Opportunity held (a) 1,014,108 shares of Common Stock, (b) warrants (“Medalist Warrants”) exercisable for an aggregate of 236,114 shares of Common Stock and (c) prefunded warrants (“Medalist Prefunded Warrants”) exercisable for an aggregate of 207,182 shares of Common Stock.

The Medalist Warrants and the Medalist Prefunded Warrants are subject to exercise and conversion limitations prohibiting the exercise or conversion of each security to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock.

Pursuant to the terms of the 9.99% beneficial ownership limitation and as of December 31, 2019, any Medalist Warrants or Medalist Prefunded Warrants deemed to be beneficially owned by Medalist that would result in its beneficial ownership being in excess of 9.99% are not exercisable and therefore are not reflected in the above calculations of Medalist’s beneficial ownership.

The reported beneficial ownership percentages are based upon 24,570,247 shares of Common Stock, issued and outstanding as of November 12, 2019, as reported by the Company in its Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2019.

The principal business office of the Reporting Persons is 777 Third Avenue, Suite 1402, New York, NY 10017.

Includes (i) 141,733 shares of restricted Common Stock that is subject to annual vesting over a period of three years beginning September 1, 2019 and (ii) fully vested warrants to purchase 33,781 shares of Common Stock with exercise prices ranging from $0.79 to $4.50 per share.

Includes 150,000 shares of restricted Common Stock that is subject to annual vesting over a period of four years beginning September 1, 2019.

Includes (i) 67,308 shares of restricted Common Stock that is subject to annual vesting over a period of three years beginning September 1, 2019 and (ii) fully vested warrants to purchase 7,690 shares of Common Stock with exercise prices ranging from $0.79 to $4.50 per share.

Includes (i) 25,000 shares of restricted Common Stock that is subject to annual vesting over a period of three years beginning September 1, 2019 and (ii) fully vested warrants to purchase 163,803 shares of Common Stock with exercise prices ranging from $3.30 to $6.25 per share.

Excludes warrants to purchase 40,816, 122,272, 75,000 and 91,051 shares of Common Stock, with exercise prices of $2.18, $1.66, $0.875 and $0.44, respectively, issued to Alexander Capital, L.P., of which Mr.

Gazdak is managing director and the head of investment banking.

Includes 25,000 shares of restricted Common Stock that is subject to annual vesting over a period of three years beginning September 1, 2019.

Includes fully vested warrants to purchase 275,000 shares of Common Stock with an exercise price of $2.00 per share.

Excludes 400,000 Deferred Shares issued pursuant to the Deferred Shares Agreement that will vest immediately prior to a Fundamental Transaction.

Includes (i) 25,000 shares of restricted Common Stock that is subject to annual vesting over a period of three years beginning September 1, 2019, (ii) 133,339 shares of Common Stock owned indirectly by Inizio Capital, (iii) 11,295 shares of Common Stock owned indirectly by Hansong Technology, and (iv) fully vested warrants to purchase 2,283 shares of Common Stock at an exercise price of $5.40 per share owned indirectly by Hansong Technology.

Kristensen serves as a director of Inizio Capital and as a vice president of Hanson Technology, and therefore may have voting or investment power over such shares.

Includes 25,000 shares of restricted Common Stock that is subject to annual vesting over a period of three years beginning September 1, 2019.

Such shares of restricted Common Stock are subject to annual vesting over a period of three years beginning September 1, 2019.

Tobias replaced Brian Herr as a director of the Company, effective February 10, 2020.

Holders of Common Stock are entitled to one (1) vote per share for each share of Common Stock held by them and holders of our shares of Series A Preferred Stock are entitled to one (1) vote for each share of Common Stock into which the Series A Preferred Stock is convertible, on an as converted basis.

The number of shares and percentage

beneficially owned includes (i) warrants to purchase up to 100,000 shares of Common Stock issued to such stockholder in an

underwritten public offering that we closed in April 2020 (the “April 2020 Offering”), (ii) warrants

to purchase up to 275,000 warrant shares issued to such stockholder in an offering that we closed on June 11, 2020 (the “June 11th

Offering”) and (iii) warrants to purchase up to 68,250 warrant shares issued to such stockholder in connection with letter

agreements entered into with the Company, as an inducement and in consideration for the holder’s exercise of certain other

warrants for some or all of the shares of Common Stock available thereunder.

The number of shares beneficially owned by such stockholder

is based on information provided in the most recent report filed with the SEC reporting its beneficial ownership of shares of Common

Hudson Bay Capital Management LP, the investment

manager of Hudson Bay Master Fund Ltd., has voting and investment power over the securities listed in the table above.

Sander Gerber

is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP.

Hudson Bay Master Fund Ltd.

and Sander Gerber disclaims beneficial ownership over such securities.

The business address of Hudson

Bay Master Fund Ltd.

is c/o Hudson Bay Capital Management LP, 777 3rd Avenue, 30th Floor, New York, NY 10017.

The number of shares and percentage

beneficially owned includes (i) warrants to purchase up to 131,250 warrant shares issued to such stockholder in connection

with letter agreements entered into with the Company, as an inducement and in consideration for the holder’s exercise of

certain other warrants for some or all of the shares of Common Stock available thereunder and (ii) warrants to purchase up to 140,000

shares of Common Stock issued to such stockholder in the April 2020 Offering.

Kopin and Daniel B.

both of whom are managers of Intracoastal, have shared voting control and investment discretion over the securities listed in the

table above that are held by Intracoastal.

As a result, each of Mr.

Kopin and Mr.

Asher may be deemed to have beneficial

ownership (as determined under Section 13(d) of the Exchange Act) of such securities reported herein that are held by Intracoastal.

The address of the principal business office of Intracoastal is 2211A Lakeside Drive, Bannockbum, IL 60015.

The number of shares and percentage

beneficially owned includes (x) 675,173 shares of Common Stock, and (y) an aggregate of up to 414,024 shares of Common

Stock issuable pursuant to the following warrants in any combination (or an aggregate of up to 441,771 shares of Common Stock issuable

pursuant to the following warrants in any combination when determining total voting power) as a result of the triggering of the

9.99% beneficial ownership limitation provisions in each such warrant:

(i) warrants to purchase up to 227,679 shares of Common

Stock issued to such stockholder in a private placement offering that we closed in March 2020, (ii) warrants to purchase

up to 140,000 shares of Common Stock issued to such stockholder in the April 2020 Offering, (iii) warrants to purchase

up to 415,000 shares of Common Stock issued to such stockholder in the June 8th Offering and (iv) warrants to purchase

up to 275,000 Warrant Shares issued to such stockholder in the June 11th Offering.

Such number of shares of Common Stock does

not take into account any beneficial ownership limitation provisions in such warrants listed above, which are not triggered based

on the number of shares of Common Stock owned by such stockholder;

excludes an aggregate of up to 643,655 shares of Common Stock

(or 615,908 shares of Common Stock when determining total voting power) issuable pursuant to such warrants as a result of such

beneficial ownership limitation provisions.

The number of shares beneficially owned by such stockholder is based on information

provided in the most recent report filed with the SEC reporting its beneficial ownership of shares of Common Stock.

Lind Global Partners LLC is the general

partner of Lind.

Jeff Easton is the managing member of Lind Global Partners LLC.

Each of Lind Global Partners LLC and Jeff Easton

shares voting and dispositive power with respect to the securities listed in the table above held by Lind.

Each of Lind Global

Partners LLC and Jeff Easton disclaims beneficial ownership over such securities except to the extent of their respective pecuniary

interest therein.

The address of the principal business office of Lind Global Partners LLC is 444 Madison Ave, Floor 41, New York,

Includes (i) fully vested warrants to purchase 38,751 shares of Common Stock with exercise prices ranging from $15.80 to $39.60 per share and (ii) 12,500 shares of Common Stock based upon the assumed conversion of 250,000 shares of Series A Preferred Stock convertible into shares of our Common Stock at a price of $80.00 per share, subject to adjustment under the Certificate of Designations of the Preferences, Rights and Limitations of the Series A Preferred Stock (the “Certificate of Designations”) upon certain subsequent transactions and events described therein, and which price cannot be reduced below $30.00 per share.

The number of shares of Common Stock beneficially owned by Ms.

Walsh is based on information provided in the most recent report filed with the SEC reporting her beneficial ownership of shares of Common Stock and shares of Series A Preferred Stock.

Includes (i) fully vested warrants to purchase 1,692 shares

of Common Stock with exercise prices ranging from $15.80 to $90.00 per share and (ii) 264,750 restricted shares of Common

Stock granted under the LTIP, which vest in equal installments on the first, second and third anniversaries of August 15,

2020 (with respect to 14,750 shares) and March 15, 2021 (with respect to 250,000 shares), so long as Mr.

Moyer remains in

the service of the Company on each such anniversary.

Excludes 145,000 RSUs granted under the 2020 Plan, none of which vest within

60 days of March 12, 2021.

Includes 42,424 restricted shares of Common Stock granted under

the LTIP, which vest in equal installments on the first, second and third anniversaries of August 15, 2020 (with respect to

12,424 shares) and March 15, 2021 (with respect to 30,000 shares), so long as Mr.

Oliva remains in the service of the Company

on each such anniversary.

Excludes 61,824 RSUs granted under the 2020 Plan, none of which vest within 60 days of March 12,

Includes (i) fully vested warrants to purchase 385 shares

of Common Stock with exercise prices ranging from $15.80 to $90.00 per share and (ii) 25,000 restricted shares of Common Stock

granted under the LTIP, which vest in equal installments on the first, second and third anniversaries of August 15, 2020 (with

respect to 5,000 shares) and March 15, 2021 (with respect to 20,000 shares), so long as Mr.

Williams remains in the service

of the Company on each such anniversary.

Excludes 31,000 RSUs granted under the 2020 Plan, none of which vest within 60 days

of March 12, 2021.

Includes 12,750 restricted shares of Common Stock granted under

the LTIP, which vest in equal installments on the first, second and third anniversaries of August 15, 2020 (with respect to

2,750 shares) and March 15, 2022 (with respect to 10,000 shares), so long as Ms.

Cummins remains in the service of the Company

on each such anniversary.

Excludes 10,000 RSUs granted under the 2020 Plan, none of which vest within 60 days of March 12,

Includes (i) fully vested warrants to purchase 8,191 shares

of Common Stock with exercise prices ranging from $66.00 to $125.00 per share and (ii) 12,750 restricted shares of Common

Stock granted under the LTIP, which vest in equal installments on the first, second and third anniversaries of August 15,

2020 (with respect to 2,750 shares) and March 15, 2021 (with respect to 10,000 shares), so long as Mr.

Gazdak remains in the

service of the Company on each such anniversary.

Excludes (i) warrants to purchase 2,041, 6,114, 3,750 and 4,553 shares of

Common Stock, with exercise prices of $43.60, $33.20, $17.50 and $8.80, respectively, issued to Alexander Capital, L.P., of which

Gazdak is managing director and the head of investment banking, and (ii) 10,000 RSUs granted under the 2020 Plan,

none of which vest within 60 days of March 12, 2021.

Includes 12,750 restricted shares of Common Stock granted under

the LTIP, which vest in equal installments on the first, second and third anniversaries of August 15, 2020 (with respect to

2,750 shares) and March 15, 2021 (with respect to 10,000 shares), so long as Dr.

Gilbert remains in the service of the Company

on each such anniversary.

Excludes 10,000 RSUs granted under the 2020 Plan, none of which vest within 60 days of March 12,

Includes (i) fully vested warrants to purchase 13,750 shares of Common

Stock with an exercise price of $40.00 per share and (ii) 10,000 restricted shares of Common Stock granted under the LTIP, which

vest in equal installments on the first, second and third anniversaries of March 15, 2021.

Excludes (i) 20,000 Deferred Shares

issued pursuant to the Deferred Shares Agreement that will vest immediately prior to a Fundamental Transaction (as defined in the

Howse Agreement (see “Certain Relationships and Related Transactions”)) and (ii) 14,000 RSUs granted under the

2020 Plan, none of which vest within 60 days of March 12, 2021.

Includes (i) 6,667 shares of Common Stock owned indirectly by Inizio

Capital, (ii) 565 shares of Common Stock owned indirectly by Hansong Technology, (iii) fully vested warrants to purchase

48 shares of Common Stock at an exercise price of $108.00 per share owned indirectly by Hansong Technology, (iv) fully vested

warrants to purchase 68 shares of Common Stock at an exercise price of $108.00 per share owned indirectly by Inizio Capital.

serves as a director of Inizio Capital and as a vice president of Hansong Technology, and therefore may have voting or investment

power over such shares, and (v) 12,750 restricted shares of Common Stock granted under the LTIP, which vest in equal installments

on the first, second and third anniversaries of August 15, 2020 (with respect to 2,750 shares) and March 15, 2021 (with respect

to 10,000 shares), so long as Mr.

Kristensen remains in the service of the Company on each such anniversary.

Excludes 10,000 RSUs

granted under the 2020 Plan, none of which vest within 60 days of March 12, 2021.

Consists of 14,000 restricted shares of Common Stock granted under the

LTIP, which vest in equal installments on the first, second and third anniversaries of August 15, 2020 with respect to 4,000

shares) and March 15, 2021 (with respect to 10,000 shares), so long as Mr.

Peruvemba remains in the service of the Company

on each such anniversary.

Excludes 7,250 RSUs granted under the 2020 Plan, none of which vest within 60 days of March 12,

Includes 12,000 restricted shares of Common Stock granted under the LTIP,

which vest in equal installments on the first, second and third anniversaries of August 15, 2020 with respect to 2,000 shares)

and March 15, 2021 (with respect to 10,000 shares), so long as Mr.

Tobias remains in the service of the Company on each such

Excludes 10,000 RSUs granted under the 2020 Plan, none of which vest within 60 days of March 12, 2021.

See the information included in footnotes 6 through 15 above.

Securities Authorized for Issuance under Equity Compensation

5 unchanged sentences

Available for

under the Plan

under Equity Compensation Plans

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

Executive Compensation –

Represents an aggregate of 1,101,823 shares of Common

Stock available for future issuance in connection with grants of securities under the LTIP and an aggregate of 23,026 shares of

Common Stock available for future issuance in connection with grants of securities under the 2020 Plan.

Compensation –

Equity Incentive Plans .”

3 unchanged sentences

our directors and executive officers, the following is a summary of transactions since the years ended December 31, 2020 and

to which we have been a party in which the amount involved exceeded the lesser of (i) $120,000 or (ii) one percent of the average

of our total assets at year-end for the last three completed fiscal years, and in which any of our then directors, executive officers

or holders of more than 5% of any class of our stock at the time of such transaction, or any members of their immediate family,

had or will have a direct or indirect material interest.

2019 to which we have been a party in which the amount involved exceeded the lesser of (i) $120,000 or (ii) one percent

of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our then directors,

executive officers or holders of more than 5% of any class of our stock at the time of such transaction, or any members of their

immediate family, had or will have a direct or indirect material interest.

What changed 10-K

Item 9A. Controls and Procedures