0001493152-18-004566 Sample Contracts

VICON INDUSTRIES, INC.
Securities Purchase Agreement • April 2nd, 2018 • Cemtrex Inc • Measuring & controlling devices, nec

Reference is hereby made to the Securities Purchase Agreement, dated as of March 23, 2018 (the “Agreement”), by and between Cemtrex, Inc., a Delaware corporation (“Cemtrex”) and NIL Funding Corporation, a Delaware corporation (“Seller”) with respect to the purchase of certain securities of Vicon Industries, Inc., a New York corporation (the “Company”). Capitalized terms used but not otherwise defined in this letter (this “Side Letter”) shall have the meanings ascribed to them in the Agreement.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2018 • Cemtrex Inc • Measuring & controlling devices, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 23, 2018, by and between Cemtrex, Inc., a Delaware corporation (“Buyer”), and NIL Funding Corporation, a Delaware corporation (“Seller”). Buyer and Seller are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”

JOINT FILING AGREEMENT
Joint Filing Agreement • April 2nd, 2018 • Cemtrex Inc • Measuring & controlling devices, nec

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $.01 per share, of Vicon Industries, Inc., a New York corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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