0000950123-09-051010 Sample Contracts

TECHNOLOGY PURCHASE AND ROYALTY AGREEMENT
Technology Purchase and Royalty Agreement • October 16th, 2009 • Vuzix Corp • Computer peripheral equipment, nec • New York

This Technology Purchase and Royalty Agreement (the “Agreement”) is entered into as of the 23rd day of December, 2005, by and between ICUITI CORPORATION, a Delaware corporation (“Buyer”), having its principal place of business at 2166 Brighton Henrietta Townline Road, Suite B, Rochester, New York, 14623, and NEW LIGHT INDUSTRIES, LTD., a Washington State corporation (“Seller”), having its principal place of business at 9715 West Sunset Highway, Spokane, Washington, 99224.

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NOTE
Note • October 16th, 2009 • Vuzix Corp • Computer peripheral equipment, nec

This Note is the Note referred to in a certain Loan Agreement between the Lender and the Borrower, dated the same date as the date of this Note (the “Agreement”), and capitalized terms used herein shall have the meanings ascribed to such terms in the Agreement. The Agreement, among other things, contains provisions for prepayments on account of the principal of this Note prior to demand upon the terms and conditions specified in the Agreement.

Distribution and Manufacturing Agreement
Distribution and Manufacturing Agreement • October 16th, 2009 • Vuzix Corp • Computer peripheral equipment, nec • New York

This Distribution and Manufacturing Agreement (the “Agreement”), effective August 27, 2009 (the “Effective Date”), is made between VUZIX Corporation, whose principal place of business is located at 75 Town Centre Drive, Rochester, New York 14623 U.S.A. (herein referred to as “VUZIX”) and YuView Holdings Ltd., with its registered office at 800-885 West Georgia Street, Vancouver, B.C. V6C 3H1 (hereinafter referred to as “RESELLER”) each a “Party” and, collectively, the “Parties”.

VUZIX CORPORATION INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • October 16th, 2009 • Vuzix Corp • Computer peripheral equipment, nec • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of _________, 20_________(the “Date of Grant”) by and between Vuzix Corporation, a Delaware corporation (the “Company”), and [_________] (the “Optionee”).

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