0001144204-13-034163 Sample Contracts

UNDERWRITING AGREEMENT between VUZIX CORPORATION and AEGIS CAPITAL CORP., as Representative of the Several Underwriters VUZIX CORPORATION
Underwriting Agreement • June 10th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment • New York
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VUZIX CORPORATION WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • June 10th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment • New York

WARRANT AGENCY AGREEMENT made as of [__], 2013 (the “Issuance Date”), between Vuzix Corporation, a Delaware corporation, with offices at 2166 Brighton Henrietta Townline Road, Rochester, New York 14623 (“Company”), and Computershare Trust Company, N.A., with offices at 480 Washington Blvd., Jersey City, NJ 07310 (“Warrant Agent”).

Amendment To DEFERRED COMPENSATION DEFERRAL AND CONVERSION OPTION AGREEMENT
Deferred Compensation Deferral and Conversion Option Agreement • June 10th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment

This Agreement (the “Amendment Agreement”) is an amendment to the DEFERRED COMPENSATION DEFERRAL AND CONVERSION OPTION AGREEMENT dated the 27th day of March, 2013 (“Conversion Option Agreement”), by and between GRANT RUSSELL ("Executive"), and VUZIX CORPORATION, a Delaware corporation ("Company").

Amendment To DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • June 10th, 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 • June 10th, 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 PAUL J. TRAVERS ("Holder"), and VUZIX CORPORATION, a Delaware corporation ("Company").

Amendment To DEBT CONVERSION/EXCHANGE AGREEMENT
Debt Conversion/Exchange Agreement • June 10th, 2013 • Vuzix Corp • Radio & tv broadcasting & communications equipment

This Agreement (the “Amendment Agreement”) is an amendment to the Conversion/Exchange Agreement dated the 29th day of March, 2013 (“Conversion/Exchange Agreement”), by and between LC CAPITAL MASTER FUND LTD. ("LC Capital"), and VUZIX CORPORATION, a Delaware corporation ("Borrower").

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