0001144204-13-019594 Sample Contracts

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 2nd, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment

THIS DEBT CONVERSION AGREEMENT ("AGREEMENT"), dated as of March 27, 2013, between Vuzix Corporation, a Delaware corporation (the "Company") on the one hand and Paul J. Travers, whose address is 71 Boughton Hill Road on the other hand, (the "Holder").

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DEFERRED COMPENSATION DEFERRAL AND CONVERSION OPTION AGREEMENT
Deferred Compensation Deferral and Conversion Option Agreement • April 2nd, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment

THIS DEFERRED COMPENSATION DEFERREAL AND CONVERSION OPTION AGREEMENT (this "Agreement"), is entered into as of March 27, 2013, by and between GRANT RUSSELL, a senior office of Vuzix Corporation, with the titles of Executive Vice President and Chief Financial Officer (“Executive”) and VUZIX CORPORATION, a Delaware corporation (“Company”).

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 2nd, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment

This Agreement (the “Amendment Agreement”) is an amendment to the Debt Conversion Agreement dated the 27th day of March, 2013 (“Conversion Agreement”), by and between PAUL J. TRAVERS ("Holder"), and VUZIX CORPORATION, a Delaware corporation ("Company").

CONVERSION/EXCHANGE AGREEMENT
Conversion/Exchange Agreement • April 2nd, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment

This CONVERSION/EXCHANGE AGREEMENT (this "Agreement"), is entered into as of March 29, 2013, by and between LC CAPITAL MASTER FUND LTD, a Cayman Islands Corporation (“LC Capital”) and VUZIX CORPORATION, a Delaware corporation (“Borrower”).

Amendment To DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 2nd, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment

This Agreement (the “Amendment Agreement”) is an amendment to the Debt Conversion Agreement dated the 25th day of March, 2013 (“Conversion Agreement”), by and between KOPIN CORPORATION ("Holder"), and VUZIX CORPORATION, a Delaware corporation ("Company").

Amendment To DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 2nd, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment

This Agreement (the “Amendment Agreement”) is an amendment to the Debt Conversion Agreement dated the 21st day of March, 2013 (“Conversion Agreement”), by and between VAST TECHNOLOGIES, INC. ("Holder"), and VUZIX CORPORATION, a Delaware corporation ("Company").

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