Exhibit 10.3


 


January 24, 2018


 


PERSONAL AND CONFIDENTIAL


 


Vuzix Corporation


25 Hendrix Road, Suite A


West Henrietta, NY 14586


 


Dear Sirs:


 


This letter will confirm
the understanding and agreement (the “Agreement”) between Chardan Capital Markets, LLC (“Broker”)
and Vuzix Corporation (the “Company”) as follows:


 


		1.	Engagement: The Company hereby engages Broker as its agent in the private or
                                                          public placement(s) of one or more classes or series of registered or unregistered securities of the Company to investors
                                                          (the “Investors”). Such securities (the “Securities”) may take the form of common stock
                                                          or other equity-linked securities or any combination thereof. Such placements shall be referred to as the
                                                          “Transactions”. Broker may retain other brokers or dealers to act as sub-agents or selected-dealers on its
                                                          behalf in connection with such Transactions.



 


		2.	Broker’s Role:  Broker hereby accepts the engagement described herein and,
in that connection, agrees to:



 


		(a)	assist in the preparation of other communications to be
used in placing the Securities, whether in the form of letter, circular, notice or otherwise; and



 


		(b)	assist and advise the Company with respect to the negotiation
of the sale of the Securities to the Investors.



 


		3.	Term; Exclusivity: This exclusive engagement will commence on the date hereof and
terminate on February 2, 2018. Upon termination of this Agreement the Company shall pay to Broker all fees earned and reimburse
Broker for all reasonable expenses incurred, in accordance with Paragraphs 7 and 8 hereof, respectively. The Company agrees to
pay Broker any fees specified in Paragraph 7 during the time limitations specified herein. The Company agrees that this section
3 and the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribution, confidentiality,
conflicts, independent contractor and waiver of the right to trial by jury will survive any termination of this letter agreement.



 


Chardan
Capital Markets, LLC


17 State
Street, Suite 1600


New York,
NY 10004


 




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		4.	Best Efforts: It is understood that Broker’s involvement in a Transaction is
strictly on a reasonable best efforts basis and that the consummation of a Transaction will be subject to, among other things,
market conditions.



 


		5.	Information: The Company shall furnish, or cause to be furnished, to Broker all information
requested by Broker for the purpose of rendering services hereunder (all such information being the “Information”).
The Company recognizes and confirms that Broker (a) will use and rely on the Information and on information available from generally
recognized public sources in performing the services contemplated by this Agreement without having independently verified the same;
(b) does not assume responsibility for the accuracy or completeness of the Information and such other information; and (c) will
not make an appraisal of any of the assets or liabilities of the Company. Broker shall be a third party beneficiary of any representations,
warranties and covenants made by the Company to any Investor in a Transaction.



 


		6.	Related Agreement:



 


		(a)	If required by Broker, the Company shall enter into a Placement Agency Agreement with Broker that
is substantially consistent with Broker’s standard form, modified as appropriate to reflect the terms of the applicable Transaction
and containing such terms, covenants, conditions, representations, warranties, and providing for the delivery of legal opinions,
comfort letters and officer’s certificates, all in form and substance satisfactory to Broker and its counsel.



 


		(b)	The sale of Securities to any Investor will be evidenced by a purchase agreement (“Purchase
Agreement”) between the Company and such Investor in a form reasonably satisfactory to the Company and Broker. Prior
to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to
answer inquiries from prospective investors.



 


		(c)	Notwithstanding anything herein to the contrary, in the event that Broker determines that any of
the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company
shall agree to amend this Agreement (or include such revisions in the final underwriting or placement agency agreement) in writing
upon the request of Broker to comply with any such rules; provided that any such amendments shall not provide for terms that are
less favorable to the Company.



 


Chardan
Capital Markets, LLC


17 State
Street, Suite 1600


New York,
NY 10004


 




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		7.	Fees: As compensation for the services to be rendered by Broker hereunder, the Company
will pay Broker the following fee (“Transaction Fee”):



 


		(a)	A cash fee equal to $1,400,000.00. Such Transaction Fee shall be payable immediately upon the closing
of each Transaction, via wire (wire instruction will be provided by Broker)



 


		(b)	Broker shall be entitled to a 6% Transaction Fee under clauses (a) and (b) hereunder, calculated
in the manner set forth therein, with respect to any public or private offering or other financing or capital-raising transaction
of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by the
investors set forth on Schedule A whom Broker had introduced, directly or indirectly, to the Company during the term of
this Agreement, if such Tail Financing is consummated at any time within the 3-month period following the expiration or termination
of this Agreement.



 


		8.	Indemnification:



 


		(a)	To the extent permitted by law, the Company will indemnify Broker and its affiliates, stockholders,
directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable
fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this engagement letter, except
to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment
(not subject to appeal) by a court of law to have resulted primarily and directly from Broker’s willful misconduct or gross
negligence in performing the services described herein.



 


		(b)	Promptly after receipt by Broker of notice of any claim or the commencement of any action or proceeding
with respect to which Broker is entitled to indemnity hereunder, Broker will notify the Company in writing of such claim or of
the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ
counsel reasonably satisfactory to Broker and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence,
Broker will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel
for Broker reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the
same counsel to represent both the Company and Broker. In such event, the reasonable fees and disbursements of no more than one
such separate counsel will be paid by the Company, in addition to local counsel. The Company will have the exclusive right to settle
the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written
consent of Broker, which will not be unreasonably withheld.



 


Chardan
Capital Markets, LLC


17 State
Street, Suite 1600


New York,
NY 10004


 




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		(c)	The Company agrees to notify Broker promptly of the assertion against it or any other person of
any claim or the commencement of any action or proceeding relating to a transaction contemplated by this engagement letter.



 


		(d)	If for any reason the foregoing indemnity is unavailable to Broker or insufficient to hold Broker
harmless, then the Company shall contribute to the amount paid or payable by Broker as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one
hand and Broker on the other, but also the relative fault of the Company on the one hand and Broker on the other that resulted
in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by
a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees
and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof,
Broker’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received,
by Broker under this engagement letter (excluding any amounts received as reimbursement of expenses incurred by Broker).



 


		(e)	These indemnification provisions shall remain in full force and effect whether or not the transaction
contemplated by this engagement letter is completed and shall survive the termination of this engagement letter, and shall be in
addition to any liability that the Company might otherwise have to any indemnified party under this engagement letter or otherwise.



 


		9.	Governing Laws: This letter agreement will be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be fully performed therein. The Company irrevocably
submits to the jurisdiction of any court of the State of New York located in the City and County of New York or in the United States
District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of this
letter agreement or our engagement hereunder.



 


Chardan
Capital Markets, LLC


17 State
Street, Suite 1600


New York,
NY 10004


 




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Each of the
Company and Broker hereby waives any right it may have to a trial by jury in respect of any claim brought by or on behalf of either
party based upon, arising out of or in connection with this letter agreement, our engagement hereunder or the transaction contemplated
hereby.


 


All fees and
expenses payable hereunder will be payable in U.S. dollars in cash. The Company hereby irrevocably consents to the service of process
in any proceeding by the mailing of copies of such process to the Company at its address set forth above.


 


		10.	Confidentiality: Except as required by law, this Agreement and the services and advice
to be provided by Broker hereunder, shall not be disclosed to third parties without Broker’s prior written permission. Notwithstanding,
Broker shall be permitted to advertise the services it provided in connection with each Transaction subsequent to the consummation
of such Transaction. Such expense shall not be reimbursable under paragraph 7 hereof.



 


		11.	No Brokers: The Company represents and warrants to Broker that there are no brokers,
representatives or other persons which have an interest in compensation due to Broker from any transaction contemplated herein
or which would otherwise be due any fee, commission or remuneration upon consummation of any Transaction.



 


		12.	Authorization: The Company and Broker represent and warrant that each has all requisite
power and authority to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance
of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound.



 


		13.	Independent Contractor: The Company acknowledges that in performing its services,
Broker is acting as an independent contractor, and not as a fiduciary, agent or otherwise, of the Company or any other person.
The Company acknowledges that in performing its services hereunder, Broker shall act solely pursuant to a contractual relationship
on an arm’s length basis (including in connection with determining the terms of any Transaction). Any review by Broker of
the Company, the transaction contemplated hereby or other matters relating to such transactions has been and shall be performed
solely for the benefit of Broker and shall not be on behalf of the Company. The Company agrees that is shall not claim that Broker
owes a fiduciary duty to the Company in connection with such transaction or the process leading thereto. No one other than the
Company is authorized to rely upon engagement of Broker hereunder or any statements, advice, opinions or conduct by Broker. The
Company further acknowledges that Broker may perform certain of the services described herein through one or more of its affiliates
and any such affiliates shall be entitled to the benefit of this Agreement. This Paragraph 13 shall survive the termination or
expiration of this Agreement.



 


Chardan
Capital Markets, LLC


17 State
Street, Suite 1600


New York,
NY 10004


 




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		14.	Conflicts: The Company acknowledges that Broker and its affiliates may have and may
continue to have investment banking and other relationships with parties other than the Company pursuant to which Broker may acquire
information of interest to the Company. Broker shall have no obligation to disclose such information to the Company or to use such
information in connection with any contemplated transaction.



 


		15.	Anti-Money Laundering: To help the United States government fight the funding of
terrorism and money laundering, the federal laws of the United States requires all financial institutions to obtain, verify and
record information that identifies each person with whom they do business. This means we must ask you for certain identifying information,
including a government-issued identification number (e.g., a U.S. taxpayer identification number) and such other information or
documents that we consider appropriate to verify your identity, such as certified articles of incorporation, a government-issued
business license, a partnership agreement or a trust instrument.



 


		16.	Miscellaneous: This Agreement constitutes
the entire understanding and agreement between the Company and Broker with respect to the subject matter hereof and supersedes
all prior understanding or agreements between the parties with respect thereto, whether oral or written, express or implied. Any
amendments or modifications must be executed in writing by both parties. It is understood and agreed that Broker’s services
hereunder will not include providing any tax, accounting, legal or regulatory advice or developing any tax strategies for the
Company. This Agreement and all rights, liabilities and obligations hereunder shall be binding upon and inure to the benefit of
each party’s successors but may not be assigned without prior written approval of the other party. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument. The descriptive headings of the Paragraphs of this Agreement are inserted for convenience only,
do not constitute a part of this Agreement and shall not affect in anyway the meaning or interpretation of this Agreement.



 


Chardan
Capital Markets, LLC


17 State
Street, Suite 1600


New York,
NY 10004


 




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If all the foregoing
is acceptable to you, please so indicate by signing in the space provided below and returning a signed copy of this letter to us
for our records.


 


Broker is delighted
to accept this engagement and looks forward to working with you. Please confirm that the foregoing correctly set forth our agreement
by signing the enclosed duplicate of this letter in the space provided and returning it, whereupon this letter shall constitute
a binding agreement as of the date first above written.


 


	 	Very truly yours,
	 	 
	 	CHARDAN CAPITAL MARKETS, LLC
	 	 
	 	By:	/s/ George Kaufman
	 	 	Name: George Kaufman
	 	 	Title: Managing Director


 


ACCEPTED AND AGREED TO


AS OF THE ABOVE DATE:


 


VUZIX CORPORATION


 


	BY:	/s/ Grant Russell	 
	 	Name: Grant Russell	 
	 	Title: EVP & CFO	 


 


Chardan
Capital Markets, LLC


17 State
Street, Suite 1600


New York,
NY 10004


 




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Schedule A


 


Empery Asset Master and its affiliates
(including but not limited to Empery Tax Efficient, LP and Empery Tax Efficient II, LP)


Harvest


Connective


 


Chardan
Capital Markets, LLC


17 State
Street, Suite 1600


New York,
NY 10004


 




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