Item 1.01.  Entry into a Material Definitive Agreement.

(a) On August 27, 2021 (the "Effective Date"), Image Sensing Systems, Inc. ("ISNS"), which is a wholly-owned subsidiary of Autoscope Technologies Corporation (the "Company"), and TJ&Z Family Limited Partnership, a Minnesota limited partnership ("TJ&Z"), entered into a Purchase Agreement (the "Agreement") under which ISNS is purchasing certain real and personal property (the "Property") from TJ&Z for a total purchase price of $2,050,000, subject to adjustments if certain conditions are not satisfied (the "Purchase Price").  The Property includes land and a building located at 1115 Hennepin Avenue, Minneapolis, Minnesota (the "Real Property").  The Agreement also provides for the sale by TJ&Z to ISNS of all of TJ&Z's interest under a billboard lease for a billboard located on the Real Property, business records related to the Real Property, and certain personal property located on the Real Property, all as described in the Agreement.  The Agreement gives ISNS 60 days after the Effective Date (the "Inspection Period") during which to undertake any studies, tests, investigations, and inspections of the Property.

Of the total Purchase Price, ISNS paid earnest money of $50,000.00 (the "Earnest Money") to TJ&Z.  The Earnest Money is being held in an escrow account with an unrelated third party.  The remaining Purchase Price is to be paid by ISNS to TJ&Z on the "Closing Date," as that term is defined in the Agreement.  The Agreement provides that during the Inspection Period, if ISNS terminates the Agreement as provided in the Agreement, the Earnest Money will be returned to ISNS, and, if ISNS does not terminate the Agreement during the Inspection Period, the Earnest Money will be applied to the Purchase Price. 

Under the Agreement, the closing of the purchase and the sale of the Property is subject to certain contingencies, including that ISNS shall have received, on or before the end of the Inspection Period, the commitments for the financing necessary and sufficient, in ISNS's sole discretion, to implement ISNS's plans to complete the purchase of the Property.  The Agreement also contains representations and warranties made by each of ISNS and TJ&Z to the other party.  If the Agreement is not terminated by either ISNS or TJ&Z before the Closing Date, the closing of ISNS's purchase of the Property is expected to occur within 15 days after the expiration of the Inspection Period.

The above description is qualified in its entirety by reference to the Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.