0000950123-09-066562 Sample Contracts

AMENDED AND RESTATED FISCAL ADVISORY FEE AGREEMENT
Fiscal Advisory Fee Agreement • November 27th, 2009 • Vuzix Corp • Computer peripheral equipment, nec • Ontario

THIS AGREEMENT is dated as of the 29th day of June, 2009 as amended and restated as of the 12th day of November, 2009 among VUZIX CORPORATION (the “Corporation”) and CANACCORD CAPITAL CORPORATION and BOLDER INVESTMENT PARTNERS, LTD. (together, the “Advisors”).

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ESCROW AGREEMENT
Escrow Agreement • November 27th, 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”).

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