0000310056-14-000006 Sample Contracts

VICON INDUSTRIES, INC. VOTING AND LOCK-UP AGREEMENT
Lock-Up Agreement • March 31st, 2014 • Vicon Industries Inc /Ny/ • Communications equipment, nec • New York

This VICON INDUSTRIES, INC. VOTING AND LOCK-UP AGREEMENT (this “Agreement”), dated as of March 28, 2014, is by and between IQinVision, Inc., a California corporation (the “Company”), and each of the undersigned shareholders (each, a “Shareholder,” and, collectively, the “Shareholders”) of Vicon Industries, Inc., a New York corporation (“Vicon”), identified on the signature page hereto.

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Post-Closing Lock-Up Agreement
Merger Agreement • March 31st, 2014 • Vicon Industries Inc /Ny/ • Communications equipment, nec • New York
IQINVISION, INC. VOTING AND LOCK-UP AGREEMENT
Lock-Up Agreement • March 31st, 2014 • Vicon Industries Inc /Ny/ • Communications equipment, nec • California

This IQinVision, INC. VOTING AND LOCK-UP AGREEMENT (this “Agreement”), dated as of March 28, 2014, is by and between Vicon Industries, Inc., a New York corporation (the “Company”), and each of the undersigned shareholders (each, a “Shareholder,” and, collectively, the “Shareholders”) of IQinVision, Inc., a California corporation (“IQinVision”), identified on the signature page hereto.

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among VICON INDUSTRIES, INC., VI MERGER SUB, INC. and IQINVISION, INC.
Agreement and Plan of Merger • March 31st, 2014 • Vicon Industries Inc /Ny/ • Communications equipment, nec • New York

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of March 28, 2014, by and among VICON INDUSTRIES, INC. (“Buyer”), a New York corporation; VI MERGER SUB, INC. (“Sub”), a California corporation; and IQINVISION, INC. (“Target”), a California corporation.

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