Attached files
| file | filename |
|---|---|
| 8-K - Vuzix Corp | v206806_8k.htm |
| EX-10.4 - Vuzix Corp | v206806_ex10-4.htm |
| EX-10.2 - Vuzix Corp | v206806_ex10-2.htm |
| EX-10.7 - Vuzix Corp | v206806_ex10-7.htm |
| EX-10.8 - Vuzix Corp | v206806_ex10-8.htm |
| EX-10.3 - Vuzix Corp | v206806_ex10-3.htm |
| EX-10.5 - Vuzix Corp | v206806_ex10-5.htm |
December
23, 2010
BY EMAIL
Mr. John
C.C. Fan, President and Chief Executive Officer
Kopin
Corporation
200 John
Hancock Road
Taunton,
Massachusetts 02780
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Attention:
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Mr.
John C.C. Fan, President and Chief Executive
Officer
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Mr.
Richard Snider, Treasurer and Chief Financial
Officer
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Dear
Sirs,
Reference
is made to a letter agreement between Kopin Corporation (“Kopin”) and Vuzix
Corporation (“Vuzix) dated December 21, 2009 (the “Letter
Agreement”). Pursuant to the Letter Agreement, the parties agreed
that, among other things, $746,000 (the “Deferred Portion”) of the amount then
due Kopin from Vuzix would be deferred until January 15, 2011, at which time the
Deferred Amount, together with interest accrued at the rate of ten percent (10%)
per annum, would be payable in full.
Vuzix is
entering into certain financing arrangements (the “New Financing”) with Lampe
Conway ( by their LC CAPITAL MASTER FUND LTD fund) to provide a $4,000,000 term
loan. It is a condition of the closing of such financing arrangements
that payment of the Deferred Portion be further deferred.
Kopin
believes that it is in its best interest that the New Financing be
closed. Therefore, in order to enable Vuzix to close the New
Financing, the parties agree that the Letter Agreement shall be, and it hereby
is, amended as follows:
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1.
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The
effective date of this amendment (the “Effective Date”) shall be the
closing date of the New Financing (the “Closing
Date”).
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2.
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The
date of January 15, 2011 in the second and third paragraphs of the Letter
Agreement shall be substituted with January 15,
2013.
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3.
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The
interest rate in the third paragraph of the Letter Agreement on the
Deferred Portion shall be increased to twelve (12%) per annum commencing
on January 16, 2011.
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4.
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The
Deferred Portion and all accrued interest thereon shall be as
follows:
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a.
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Interest
shall accrue at the increased rate from and after January 16, 2011 and
shall be paid monthly as part of the blended payment in 4(b)
below.
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b.
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The
Deferred Portion, together with interest accrued of $79,709.59 through to
its original due date of January 15, 2011, totaling $825,709.59 in
principal and interest, shall be paid in twenty five (25) equal monthly
installments of Thirty Seven Thousand One Hundred and Eight
Dollars and Forty Four Cents ($37,108.44) beginning on January 15,
2011.
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5.
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As
additional compensation, on the Effective Date, Vuzix Corporation will
issue to Kopin warrants (the “Warrants”) to purchase 1,651,419 common
shares of Vuzix at an exercise price equal to US$0.09965 per
share. The Warrants shall be exercisable until January 15,
2013. The final terms and conditions of the Warrants are subject to the
approval of the Toronto Venture Stock
Exchange.
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6.
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Kopin
herein agrees to execute and enter into a Intercreditor Agreement with The
Private Bank of the Peninsula Bank and Lampe Conway simultaneous with the
closing of the New Financing, the form of which is substantially
represented in Appendix A herein.
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7.
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The
fourth paragraph of the Letter Agreement is amended by replacing the
amount “US$2.0M” in each place in which it appears with the amount of
“US$10.0 million” and by replacing the words “apply not less than 50% of
the proceeds from the Qualified Offering in excess of US$2.0M to the
prepayment of the Deferred Portion” with the words “apply not less than
50% of the proceeds from the Qualified Offering in excess of US$10.0
million to the payment of amounts due all parties (including Kopin) who
have entered Intercreditor Agreements with the Lenders, pro rata to the
amounts due them.”.
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8.
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Except
as herein provided, the Letter Agreement shall otherwise remain in full
force and effect.
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Please
acknowledge your agreement to the foregoing by signing a copy of this letter in
the spaces provided below and returning it to the undersigned.
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Yours
truly,
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VUZIX
CORPORATION
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By:
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/s/ Paul Travers
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Name:
Paul Travers
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Title:
President & CEO
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Confirmed
and Agreed to as of the date first above written.
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KOPIN
CORPORATION
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By:
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/s/ Richard Snyder
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Name: Richard
Snyder
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Title: CFO
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