0000919574-11-000017 Sample Contracts

Contract
Lc Capital Master Fund LTD • January 3rd, 2011 • Computer peripheral equipment, nec • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW.

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VUZIX CORPORATION CONVERTIBLE LOAN AND SECURITY AGREEMENT
Assignment and Assumption Agreement • January 3rd, 2011 • Lc Capital Master Fund LTD • Computer peripheral equipment, nec • New York

This Loan And Security Agreement is entered into as of December __, 2010, by and between LC CAPITAL MASTER FUND LTD, a Cayman Islands Corporation ("Lender") and VUZIX Corporation, a Delaware corporation ("Borrower").

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