VUZIX CORPORATION - and - COMPUTERSHARE TRUST COMPANY OF CANADA WARRANT INDENTURE Providing for the Issue of • Unit Warrants and • Compensation Unit Warrants of Vuzix CorporationWarrant Indenture • November 10th, 2009 • Vuzix Corp • Computer peripheral equipment, nec • Ontario
FORM OF AGENCY AGREEMENTForm of Agency Agreement • November 10th, 2009 • Vuzix Corp • Computer peripheral equipment, nec • Ontario
The undersigned, Canaccord Capital Corporation (“Canaccord”) and Bolder Investment Partners, Ltd. (“Bolder” and, together with Canaccord, the “Canadian Agents”), and Canaccord Adams Inc. (the “U.S. Agent”, and together, with the Canadian Agents, the “Agents”) understand that Vuzix Corporation, a Delaware corporation (the “Company”), proposes to complete its initial public offering by offering for sale a minimum of u units of the Company (the “Offered Units”) and a maximum of u Offered Units at a price (the “Offering Price”) of $u per Offered Unit to raise minimum gross proceeds of $6,000,000 and maximum gross proceeds of $12,500,000 (the “Offering”). Each Offered Unit is comprised of one share of common stock of the Company (the “Offered Shares”) and one-half of one common stock purchase warrant (each whole common stock purchase warrant, a “Warrant” and collectively, the “Warrants”). Each whole Warrant will entitle the holder to purchase one additional share of common stock of the Comp
ESCROW AGREEMENTEscrow Agreement • November 10th, 2009 • Vuzix Corp • Computer peripheral equipment, nec • New York
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Escrow Agreement”) is made and entered into as of November ___, 2009, by and among Vuzix Corporation, a Delaware corporation (“Issuer”), Canaccord Capital Corporation (“Canaccord”), Canaccord Adams Inc., Bolder Investment Partners, Ltd. (“Bolder”) and Lighthouse Financial Group LLC (collectively, the “Offering Agents”)(the Issuer and the Offering Agents are sometimes referred to individually as a “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, National Association (the “Escrow Agent”).
