SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 27th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2013, between Vuzix Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT vuzix corporationVuzix Corp • March 27th, 2013 • Radio & tv broadcasting & communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hillair Capital Investments L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 27, 2013 (the “Initial Exercise Date”) and on or prior to the close of business on March 21, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vuzix Corporation, a Delaware corporation (the “Company”), up to 186,480 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
16% SENIOR SECURED CONVERTIBLE DEBENTURE DUE mARCH 21, 2018Vuzix Corp • March 27th, 2013 • Radio & tv broadcasting & communications equipment • New York
THIS 16% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 16% Senior Secured Convertible Debentures of Vuzix Corporation, a Delaware corporation (the “Company”), having its principal place of business at 2166 Brighton-Henrietta Townline Road, Rochester, New York 14623, designated as its 16% Senior Secured Convertible Debenture due March 21, 2018 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • March 27th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment • New York
This SECURITY AGREEMENT, dated as of March 27, 2013 (this “Agreement”), is among Vuzix Corporation, a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 16% Secured Convertible Debentures due, subject to the terms therein, March 21, 2018, in the original aggregate principal amount of $800,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • March 27th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment • New York
SUBSIDIARY GUARANTEE, dated as of March 27, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Vuzix Corporation, a Delaware corporation (the “Company”) and the Purchasers.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 27th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated March 27, 2013, made by and among Vuzix Corporation (the “Company”) and the holders of Company’s common stock signatory hereto (collectively, the “Pledgors”) in favor of each of the holders of the Company’s Senior Secured Debentures due August 1, 2014 (each a Pledgee and collectively, the “Pledgees”) and Hillair Capital Investments L.P., as pledgeholder of the Pledged Shares for the Pledgees (the “Agent”).
Subordination AgreementSubordination Agreement • March 27th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment
The undersigned lenders (each a “Creditor”, and collectively referred to as “Creditors”) are creditors of Vuzix Corporation (the “Company” or the “Borrower”)) and/or Vuzix (Europe) Limited and Vuzix Finland Oy, together with any direct or indirect subsidiary of the Company hereafter formed or acquired (each, a “Borrower” and collectively referred to herein as “Borrowers”), and wish to accommodate the extension of credit by Hillair Capital Investments L.P. (the “Senior Lender” and, collectively, the “Senior Lenders”) to the Company pursuant to that certain Securities Purchase Agreement, dated March 21, 2013, among the Company and the Senior Lender (the “Purchase Agreement”) and the Transaction Documents thereto. Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
Subordination AgreementSubordination Agreement • March 27th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment
The undersigned lenders (each a “Creditor”, and collectively referred to as “Creditors”) are creditors of Vuzix Corporation (the “Company” or the “Borrower”)) and/or Vuzix (Europe) Limited and Vuzix Finland Oy, together with any direct or indirect subsidiary of the Company hereafter formed or acquired (each, a “Borrower” and collectively referred to herein as “Borrowers”), and wish to accommodate the extension of credit by Hillair Capital Investments L.P. (the “Senior Lender” and, collectively, the “Senior Lenders”) to the Company pursuant to that certain Securities Purchase Agreement, dated March 21, 2013, among the Company and the Senior Lender (the “Purchase Agreement”) and the Transaction Documents thereto. Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
