0001144204-15-000135 Sample Contracts

WAIVER AND CONSENT
Waiver and Consent • January 2nd, 2015 • Vuzix Corp • Radio & tv broadcasting & communications equipment • New York

This Waiver and Consent (“Consent”) is made and entered into as of December ___, 2014, by and among Vuzix Corporation, a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements (as defined below).

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Standard Contracts

WAIVER AND CONSENT
Waiver and Consent • January 2nd, 2015 • Vuzix Corp • Radio & tv broadcasting & communications equipment • New York

This Waiver and Consent (“Consent”) is made and entered into as of December ___, 2014, by and among Vuzix Corporation, a Delaware corporation (the “Company”), and the party identified on the signature page hereto (the “Purchaser”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Warrant (as defined below).

VUZIX CORPORATION SERIES A PREFERED STOCK INVESTOR’S RIGHTS AGREEMENT
Investor’s Rights Agreement • January 2nd, 2015 • Vuzix Corp • Radio & tv broadcasting & communications equipment

This Series A Preferred Stock Investor’s Rights Agreement (this “Agreement”) is made and entered into as of January 2, 2015, by and between Vuzix Corporation, a Delaware corporation (the “Company”) and Intel Corporation, a Delaware corporation (“Purchaser”).

VUZIX CORPORATION SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • January 2nd, 2015 • Vuzix Corp • Radio & tv broadcasting & communications equipment • New York

This Series A Preferred Stock Purchase Agreement (this “Agreement”) is dated as of January 2, 2015, between Vuzix Corporation, a Delaware corporation (the “Company”), and Intel Corporation, a Delaware corporation (the “Purchaser”).

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