0000310056-17-000012 Sample Contracts

WARRANT TO PURCHASE COMMON STOCK OF
Warrant Agreement • April 24th, 2017 • Vicon Industries Inc /Ny/ • Communications equipment, nec • New York

This is to certify that, FOR VALUE RECEIVED, NIL FUNDING CORPORATION or assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from VICON INDUSTRIES, INC., a New York corporation (the “Company”), One Million Five Hundred Thousand (1,500,000) fully paid, validly issued and nonassessable shares of common stock, $0.01 par value, of the Company (“Common Stock”) at a price of $.40 per share. This Warrant may be exercised at any time or from time to time during the three-year period (the “Exercise Period”) commencing on the Original Issue Date set forth above. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares” and the exercise price of a share of Common Stock in

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT WITH CONSENT OF GUARANTOR
Credit Agreement • April 24th, 2017 • Vicon Industries Inc /Ny/ • Communications equipment, nec • South Carolina

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT WITH CONSENT OF GUARANTOR (this "Agreement") is entered into as of April 20, 2017, by and among Vicon Industries, Inc., a New York corporation ("Borrower"), NIL Funding Corporation, a Delaware corporation ("Lender"), and IQinVision, Inc., a California corporation (“Guarantor”).

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