0001144204-12-035834 Sample Contracts

ASSET PURCHASE AGREEMENT by and between TDG ACQUISITION COMPANY, LLC and VUZIX CORPORATION Dated: June 15, 2012
Asset Purchase Agreement • June 21st, 2012 • Vuzix Corp • Computer peripheral equipment, nec • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made as of June 15, 2012, by and between TDG ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Buyer”), and VUZIX CORPORATION, a Delaware corporation (“Seller”).

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LOAN MODIFICATION AND CONSENT AGREEMENT
Loan Modification and Consent Agreement • June 21st, 2012 • Vuzix Corp • Computer peripheral equipment, nec • New York

This Loan Modification and Consent Agreement is entered into as of June 15, 2012 by and among Vuzix Corporation ("Vuzix") whose address is 75 Town Centre Drive, Rochester, NY 14623, Kopin Corporation ("Lender") whose address is 125 North Drive Westboro, Massachusetts 01581 and TDG Acquisition Corp., whose address is PO Box 31 Sewickley, PA 15637 (“TDG Acquisition”)

SHARED SERVICES AGREEMENT
Shared Services Agreement • June 21st, 2012 • Vuzix Corp • Computer peripheral equipment, nec • New York

This SHARED SERVICES AGREEMENT (this “Agreement”) is entered into and made effective as of June 15, 2012 (the “Effective Date”), by and between TDG ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Buyer”), and VUZIX CORPORATION, a Delaware corporation (“Seller”).

RESTRICTIVE COVENANTS AGREEMENT
Restrictive Covenants Agreement • June 21st, 2012 • Vuzix Corp • Computer peripheral equipment, nec • New York

THIS RESTRICTIVE COVENANTS AGREEMENT (this “Agreement”), is made as of June 15, 2012, by and between TDG ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Buyer”), and PAUL J. TRAVERS, a resident of the State of New York (“Travers”).

Vuzix Authorized Reseller Agreement
Vuzix Authorized Reseller Agreement • June 21st, 2012 • Vuzix Corp • Computer peripheral equipment, nec • New York

This Agreement, effective June 15, 2012, is made between VUZIX Corporation, with a principal place of business located at 75 Town Centre Drive, Rochester, New York 14623 U.S.A. (herein referred to as “VUZIX”) and TDG Acquisition Company, LLC, with a principal place of business located at 2166 Brighton Henrietta Town Line Road, Rochester New York 14623 (hereinafter referred to as “RESELLER”) each a ”Party” and, collectively, the “Parties”.

Contract
Please Confirm Your Agreement • June 21st, 2012 • Vuzix Corp • Computer peripheral equipment, nec
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