Exhibit 10.3


 


Certain identified information has been
excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant
if publicly disclosed.


 


On May 12th, 2022


 


 


 


Between


 


 


Jonathan Sachs


 


Jerry Woodall


 


 


and


 


 


Vuzix Corporation


 


 


 


 


 


 


	 

    SHAREHOLDERS’ AGREEMENT

     

    relating to ATOMISTIC

     



  



    	 	 	 



     


    










 


	ARTICLE 1.	Definitions and interpretation	4
	 	 	 
	ARTICLE 2.	Purpose of this Agreement	8
	 	 	 
	ARTICLE 3.	Representations and warranties	8
	 	 	 
	ARTICLE 4.	Governance	9
	 	 	 
	ARTICLE 5.	Notice of TRANSFERS; Permitted transfers; Call options	11
	 	 	 
	ARTICLE 6.	Information to VUZIX	13
	 	 	 
	ARTICLE 7.	Corporate social responsibility - ESG	14
	 	 	 
	ARTICLE 8.	Duration and termination of this Agreement	15
	 	 	 
	ARTICLE 9.	Attorney	15
	 	 	 
	ARTICLE 10.	Confidentiality	16
	 	 	 
	ARTICLE 11.	New Parties to this Agreement	17
	 	 	 
	ARTICLE 12.	Notices	18
	 	 	 
	ARTICLE 13.	Applicable law and jurisdiction	18
	 	 	 
	ARTICLE 14.	Preferential allocation in the event of a Liquidation event	18
	 	 	 
	ARTICLE 15.	Miscellaneous provisions	20
	 	 	 
	ARTICLE 16.	Electronic signature	21


 






    	 	Page 2 of 24.
 
	 



     


    

 


THIS SHAREHOLDERS' AGREEMENT IS ENTERED
BY AND BETWEEN:


 


		(1)	Dr. Jonathan
                                            Sachs [**]



 


(hereafter referred to as "Jonathan
Sachs")


 


		(2)	Dr. Jerry
                                            Woodall [**]



 


(hereafter referred to as "Jerry
Woodall")


 


(Jonathan Sachs and Jerry Woodall being
hereafter individually referred to as a “Founder” and collectively as the “Founders”)


 


of
the first part,


 


AND:


 


		(3)	Vuzix
                                            Corporation, a company incorporated under the laws of the state of Delaware, having its
                                            place of business located at 25 Hendrix Road, Suite A, West Henrietta, New York 14586,
                                            represented by Paul Travers, duly authorized,



 


(hereafter referred to as "Vuzix")


 


of
the second part,


 


(Jonathan Sachs,
Jerry Woodall and Vuzix are hereafter collectively referred to as the “Parties” and individually as a “Party”)


 


IN
THE PRESENCE OF:


 


		(4)	Atomistic,
                                            a French société par actions simplifiée, the registered office
                                            of which is located at 3 boulevard de Belfort – 59000 Lille, France, registered with
                                            the registry of commerce and companies of Lille Métropole under number 902 801
                                            950, represented by Dr. Jonathan Sachs, duly authorized, which is entering into this
                                            Agreement for the purposes of accepting the rights granted to it and acknowledging the obligations
                                            imposed on it pursuant to this Agreement,



 


(hereinafter referred to as the “Company”)WHEREAS:


 






    	 	Page 3 of 24.
 
	 



     


    

 


		A.	The share capital of the Company is
                                            set forth in Schedule A hereto.



 


		B.	In this context, the Parties have agreed
                                            to enter into this Agreement which purpose is described in Article 2.



 


Now
it is hereby agreed as follows:


 


ARTICLE 1.Definitions
and interpretation


 


		1.1	For the purposes of this Agreement, the
                                            terms listed hereafter shall have the following meaning:



 


		Affiliate	means, for any Party, (i) any
                                            fund or investment firm which controls such Party or which is managed (including through
                                            a delegation, as the case may be) by the same manager as such Party or by a manager Controlled
                                            by, Controlling or under the same Control as the manager of such Party (an “Affiliate
                                            Fund”) and (ii) any Entity Controlled by, Controlling or under the same Control
                                            as such Party or such Affiliate Fund or as the manager or investment advisor of such Party
                                            or such Affiliate Fund.



 


		Agreement	means this shareholders’
                                            agreement, as amended or supplemented from time to time by way of amendment.



 


		Anti-Corruption Laws	means
                                            the anti-bribery provisions of the French criminal code, anti-bribery legislation enacted
                                            by member states of the European Union and by signatories implementing the OECD Convention
                                            Combating Bribery of Foreign Officials, the U.S. Foreign Corrupt Practices Act of 1977, as
                                            amended, and other similar laws and regulations.



 


		Board of Directors	means
                                            the ”comité de surveillance” of the Company, as defined in the
                                            By-laws.



 


		Business Sale	means, other
                                            than to or with Vuzix, the sale (vente), transfer or other disposition of all or substantially
                                            all of the Company’s assets in one transaction or a series of related transactions,
                                            it being understood that any Business Sale will result in a Liquidation pursuant to Article 14.3.



 


		By-laws	has the meaning
                                            ascribed to it in Article 4.1.



 


		Call Options	means the
                                            Call Option and the Vuzix Call Option.



 


		Control	means (a) the direct or indirect
                                            holding of at least a majority of the share capital and/or voting rights of an Entity, (b) the
                                            right to appoint or cause the appointment of a majority of the board of directors (or similar
                                            governing body) of an Entity, or (c) the right to manage or direct the management of
                                            the assets of an Entity on a discretionary basis.



 






    	 	Page 4 of 24.
 
	 



     


    

 


		Effective Date	means
                                            May 12th, 2022, the date this Agreement was executed and became binding upon
                                            the Parties and the Company.



 


		Entity	means any legal entity, company, corporation,
                                            group, investment fund, de facto company, association, partnership, or any similar organization,
                                            whether governmental or private, having or not a separate legal personality.



 


		Fair Market Value	means
                                            the fair market value (valeur vénale) of a Share (on a non-diluted basis) (i) determined
                                            by the Permitted Transferor and the Permitted Transferee or (ii), if the Permitted Transferor
                                            and the Permitted Transferee do not agree on such valuation, to be determined by an independent
                                            expert appointed, upon request of the most diligent Party concerned, by order of the president
                                            of the commercial court (tribunal de commerce) of Paris, ruling in a summary form (forme
                                            des référés) and without appeal, as set forth in article 1592 of
                                            the French civil code; the appointed expert shall, within thirty (30) days of his appointment,
                                            deliver his report to the concerned Permitted Transferor and the relevant Permitted Transferee;
                                            the expert’s fees shall be borne equally by the concerned Permitted Transferor and
                                            the concerned Permitted Transferee; it being specified that if the expert shall not be available,
                                            refuse or will otherwise not be in a position to carry out its mission as set forth here
                                            above, the concerned Party(ies) shall appoint an alternative expert under the same conditions
                                            as abovementioned.



 


		Field	has the meaning ascribed to it in the
                                            License Agreement.



 


		GAAP	means generally accepted accounting
                                            principles in the United States as in effect from time to time.



 


		Granted License	has
                                            the meaning ascribed to it in the License Agreement.



 


		Long Stop Date	has
                                            the meaning of “Date Butoir” as this term is defined in the Terms and Conditions.



 


		License Agreement	means
                                            that certain license agreement that was executed by and became binding upon the Parties and
                                            the Company as of the Effective Date.



 


		Liquidation	means the winding up, amicable
                                            liquidation or dissolution of the Company (excluding any judicial liquidation).



 


		Liquidation Event	means
                                            (i) the Business Sale; (ii) the Merger; (iii) the Sale or (iv) the Liquidation.



 






    	 	Page 5 of 24.
 
	 



     


    

 


		Merger	means, other than to or with Vuzix,
                                            the merger of the Company with or into another entity (except a merger or consolidation in
                                            which the holders of capital stock of the Company immediately prior to such merger or consolidation
                                            continue to hold more than 50% of the voting power of the capital stock of the Company or
                                            the surviving or acquiring entity).



 


		Ordinary Shares	means
                                            the ordinary stock (actions ordinaires) 0.01€ par value, of the Company.



 


		Permitted Dividends	means
                                            the cumulative amount of any and all tax credits



 


		Amount	received as deposits and/or cash by
                                            the Company and/or any Subsidiary in accordance with applicable Law.



 


		Permitted Transfer	means
                                            (a) the Call Option, (b) the Vuzix Call Option, (c) any Transfer of Securities
                                            according to the SPA and [**] any Transfer by a Permitted Transferor of Shares [**]



 


		Permitted Transferee	means
                                            the transferee of a Permitted Transfer.



 


		Permitted Transferor	means
                                            the transferor of Shares to a Permitted Transferee.



 


		Person	means any natural person and/or Entity.



 


		President	means the président
                                            of the Company within the meaning of article L. 227-6, §1, of the French Commercial
                                            Code.



 


		Sale	means, other than to or with Vuzix,
                                            the sale (vente) and/or contribution (apport), in one transaction or a series
                                            of related transactions, to a Person or group of affiliated Persons of 100% of the Securities.



 


		Securities or Security	means,
                                            now and in the future:



 


		(a)	the Shares;



 


		(b)	the valeurs mobilières donnant
                                            accès au capital or other securities giving the right, immediately or on a due
                                            date, to subscribe or otherwise acquire Shares, including but not limited to stock options
                                            (options de souscription ou d’achat d’actions), redeemable shares, warrants
                                            and founders’ warrants (bons de souscription de parts de créateur d’entreprise);



 


		(c)	the subscription rights attached to the
                                            Shares as well as to the securities mentioned in (b) above, in the event of an issue
                                            of Shares, valeurs mobilières donnant accès au capital or other securities
                                            giving a right, immediately or on a due date, to subscribe or otherwise acquire Shares; and



 


		(d)	any rights to receive free Shares, valeurs
                                            mobilières donnant accès au capital as well as to the securities mentioned
                                            in paragraph (b) above, which any of the Parties hold or may hold, for any reason whatsoever.



 






    	 	Page 6 of 24.
 
	 



     


    

 


		Series A Preferred Stock	means
                                            the series A preferred stock 0.01 € par value per share, of the Company (Actions
                                            de Préference A).



 


		Series B Preferred Stock	means
                                            together the Series B1 Preferred Stock and the the Series B2 Preferred Stock.



 


		Series B1 Preferred Stock	means
                                            the series B1 preferred stock 0.01 € par value per Share, of the Company (Actions
                                            de Préference B1).



 


		Series B2 Preferred Stock	means
                                            the series B2 preferred stock 0.01 € par value per Share, of the Company (Actions
                                            de Préference B2).



 


		Shares	means the shares issued or to be issued
                                            by the Company irrespective of class or category (including the Ordinary Shares, the Series A
                                            Preferred Stock and the Series B Preferred Stock).



 


		SPA	means that certain stock purchase agreement
                                            that was executed by and became binding upon the Parties and the Company as of the Effective
                                            Date.



 


		Shareholders	means the holders of one or
                                            several Shares.



 


		Subsidiary	means any company and/or undertaking
                                            and/or contractual or de facto venture, directly or indirectly, controlled by the
                                            Company within the meaning of article L. 233-3 of the French commercial code.



 


		Terms	and Conditionsmeans
                                            the terms and conditions of the Series A Preferred Stock and Series B Preferred
                                            Stock set forth in the By-laws.



 


		Third	Partymeans
                                            any individual or legal entity other than a Party or the Company.



 


		Transfer	means any transaction resulting
                                            or which may result at a later date (e.g., the granting of a put or call option or
                                            a pledge) in a transfer of ownership of Securities (propriété, nue-propriété
                                            ou usufruit) for any reason whatsoever (including but not limited to sales, gratuities,
                                            contributions, partial contributions of assets, mergers, de-mergers, transfers as a result
                                            of death or any combination of these methods of transfer of ownership).



 


		1.2	Pursuant to this Agreement and unless the
                                            context requires otherwise:



 


		(a)	references to Articles and Schedules
                                            are references to articles of, and schedules to, this Agreement, and the words "hereof",
                                            "herein" and "hereunder" and words of similar import, when used in this
                                            Agreement, shall refer to this Agreement as a whole and not to any particular provision of
                                            this Agreement;



 






    	 	Page 7 of 24.
 
	 



     


    

 


		(b)	headings are inserted for convenience
                                            only, in order to facilitate the reading of the Agreement and shall not affect the construction
                                            of the Agreement;



 


		(c)	the terms "including", "includes",
                                            "including in particular" or any similar terms shall be construed as having an
                                            illustrative purpose and shall not restrict the meaning of any terms following immediately
                                            such terms;



 


		(d)	references to a legal provision shall
                                            include such provision as amended from time to time;



 


		(e)	a reference to a document refers to this
                                            document, as amended, supplemented or replaced by any means whatsoever;



 


		(f)	meanings ascribed to terms defined herein
                                            shall be equally applicable to the singular and plural forms of such terms and to their other
                                            grammatical forms;



 


		(g)	French legal terms appearing in italics
                                            in this Agreement shall prevail, as to their meaning, over the English terms, and over any
                                            other possible French translation of those English terms, to which such French legal terms
                                            are referring;



 


		(h)	any statement which refers to the "best
                                            efforts" or "best endeavors" of a Party with respect to a given matter means
                                            that such Party has an "obligation de moyens" with respect to such matter;



 


		(i)	the provisions of articles 640 to 642
                                            of the French civil procedure code shall be applied to calculate any period of time for the
                                            purposes of this Agreement.



 


ARTICLE 2.Purpose
of this Agreement


 


The purpose of this Agreement is to set out the
rights and obligations of the Parties and the terms and conditions they have agreed to comply with for the duration of this Agreement
in pursuing their common objectives through the Company, it being specified that unless otherwise expressly specified herein, the Parties
are acting severally and not jointly (non solidairement).


 


ARTICLE 3.Representations
and warranties


 


Each Party represents and warrants to the other
Parties:


 


		3.1	for the Parties who are legal entities,
                                            that:



 






    	 	Page 8 of 24.
 
	 



     


    

 


		a)	it is legally incorporated or formed and
                                            in good standing under French law or the laws of the jurisdiction where it is established
                                            and that its legal representative has full powers and authority to sign and implement this
                                            Agreement; and



 


		b)	the execution and implementation of this
                                            Agreement has been validly authorized by such Party’s competent bodies, does not and
                                            will not result in a breach, termination or amendment of any term or condition of any other
                                            contract or deed to which such Party is a party and that this Agreement is not contrary to
                                            any term of any such contracts or deeds.



 


		3.2	for the Parties who are natural persons,
                                            that:



 


		a)	he or she has the capacity to sign and
                                            implement this Agreement; and



 


		b)	the execution and implementation of this
                                            Agreement does not and will not result in a breach, termination or amendment of any term
                                            or condition of any other contract or deed to which such Party is a party and that this Agreement
                                            is not contrary to any term of any such contracts or deeds.



 


		3.3	for all Parties, pursuant to French and
                                            other relevant laws and regulations against money laundering (réglementation sur
                                            la lutte contre le blanchiment de capitaux), that:



 


		a)	the funds used by such a Party in order
                                            to acquire Shares have not come from unlawful activities, including but not limited within
                                            the meaning of title VI (obligations relatives à la lutte contre le blanchiment
                                            de capitaux), Book V of the French code monétaire et financier, or violations
                                            of Anti-Corruption Laws or Sanctions,



 


		b)	it has neither favored by any means a
                                            deceitful justification of the origin of the assets or income of any offence’s perpetrator
                                            (auteur d’un délit ou d’un crime) whose offence provided the offence’s
                                            perpetrator a direct or indirect benefit, nor helped a transaction aiming at the investment,
                                            concealment or conversion of the direct or indirect benefit of any offence, and



 


		c)	it is not and is not acting for or on
                                            behalf of a Sanctioned Person.



 


ARTICLE 4.Governance


 


		4.1	As to the administration and management
                                            of the Company, each Party irrevocably undertakes to comply with the provisions of this Agreement
                                            as well as the by-laws (statuts) of the Company (the “By-laws”),
                                            as amended from time to time in accordance with the provisions of this Agreement, it being
                                            expressly agreed that, in the event of a conflict between the By-laws and this Agreement,
                                            this Agreement shall prevail among the Parties.



 


		4.2	The Company shall be administered by the
                                            President and, as the case may be, any General Manager (Directeur Général).



 


With regard to Third Parties, the President
has the widest possible powers to act in all circumstances in the name and on behalf of the Company, without prejudice of the prerogatives
of the Board of Directors described in Article 4.4 and 4.10 below or the powers of the body of shareholders of the Company pursuant
to the By-laws.


 


[**]


 







    	 	Page 9 of 24.
 
	 



     


    

 





		4.3	The Board of Directors shall be composed
                                            at all time of two (2) members as follows:



 


		i.	one (1) member who shall be appointed
                                            by a majority of the holders of the Ordinary Shares (the “OS Director”);



 


		ii.	one (1) member who shall be appointed
                                            by Vuzix (the “Vuzix Director”).



 


		4.4	The Company undertakes that none of the
                                            decisions listed below will be taken by the President, the Managing Director (Directeur
                                            général) as the case may be or any officer or legal representative of the
                                            Company or its Subsidiaries in the name thereof, without the prior approval of the Board
                                            of Directors including the positive vote of the Vuzix Director [**] :



 


		i.	[**]



 


		ii.	[**]



 


		iii.	[**]



 


		iv.	[**]



 


		v.	[**]



 


		vi.	[**]



 


		vii.	[**]



 


		viii.	[**]



 


		ix.	[**]



 


		x.	[**]



 


		xi.	[**]



 


		xii.	[**]



 


		xiii.	[**]



 


		xiv.	[**]



 


		xv.	[**]



 


		xvi.	[**]



 


		xvii.	[**]



 


		xviii.	[**]






 


		xix.	[**]



 


		xx.	[**]



 


[**]


 






    	 	Page 10 of 24.
 
	 



     


    

 


		4.5	[**]



 


		4.6	Each Party agrees that no adverse changes
                                            to the rights (including economic rights), preferences and privileges of the Series A
                                            Preferred Stock and the Series B Preferred Stock may be made without the prior approval
                                            of the holders of such Shares and notably:



 


[**]


 


In addition, pursuant to the Terms
and Conditions, each Party, within the limits of their power and their rights, undertakes to vote in favor of any shareholders’
resolution relating to (i) the creation of a specific accounting reserve for the sole purpose of the payment of the par value of
Ordinary Shares to be issued upon conversion of Series A Preferred Stock according to their Terms and Conditions (the “Specific
Reserve”) and (ii) the allocation, in one or several installments, of (a) any premiums (“prime d’émission”)
paid to subscribe Shares (including premiums paid for the subscription of Series B Preferred Stock) and (b) a portion of any
distributable profit of the Company to the Specific Reserve [**]


 


		4.7	The Parties undertake to vote or cause
                                            to vote in favor of any shareholders’ resolution and more generally to take any action
                                            required to effect and implement the provisions of this Article 4.



 


		4.8	The convening notices will be sent at least
                                            5 days in advance (except in emergencies), by any means, on the initiative of the President.



 


The quorum required for any meeting
of the Board of Directors upon first summons (convocation) (the “First Meeting”) shall include at least the
Vuzix Director (present or represented). In case such quorum is not met, the meeting may be adjourned to a new meeting to be held no
less than three (3) days after the First Meeting with the same agenda, at which no quorum other than the OS Director (present or
represented) shall be required.


 


		4.9	The Board of Directors may also deliberate
                                            by means of teleconference, videoconference or any other method of remote meeting, with the
                                            persons participating in the meeting in this manner being deemed to be present for the calculation
                                            of quorum and majority.



 


		4.10	Without prejudice to Article 4.4,
                                            the Board of Directors shall meet quarterly to discuss :



 


[**]


 


		4.11	No remuneration is paid for the duties
                                            of a member of the Board of Directors.



 


ARTICLE 5.Notice
of TRANSFERS; Permitted transfers; Call options


 


		5.1	For ten (10) years after the date
                                            of this Agreement, so long as the Granted License has not been terminated or the License
                                            Agreement has not been terminated during this period, the Founders may not Transfer any Shares
                                            [**] without the prior written consent of Vuzix and the Company will not recognize any Transfer
                                            in violation of this provision, which Transfer will be deemed null and void and of no force
                                            or effect.



 






    	 	Page 11 of 24.
 
	 



     


    

 


		5.2	Notwithstanding Article 5.1, a Permitted
                                            Transferor may make Permitted Transfers without the consent of the other Parties provided
                                            that (a) the Permitted Transferor provides the other Parties written notice of such
                                            transfer, and (b) such Permitted Transfer complies with Article 11. Each Party
                                            will provide the other Parties with written notice of any other transfers permitted by this
                                            Agreement.



 


		5.3	As from the date Vuzix owns at least 25,250,000
                                            Ordinary Shares (the “Call Option Trigger Date”), Vuzix shall have the
                                            right, upon its sole option, within three hundred sixty five (365) days following the Call
                                            Option Trigger Date (the "Call Option Period"), to purchase all Ordinary
                                            Shares [**] (the "Option Securities") in accordance with the provisions
                                            of this Article 5.3 (the "Call Option").



 


Vuzix accepts the benefit of the Call
Option as an irrevocable promise to sell [**]


 


The sale price of the Option Securities
under the Call Option shall be equal to EUR one (1 €) per share.


 


Vuzix shall have the right to exercise
the Call Option anytime within the Call Option Period by issuing a notice to the Company [**] of its desire to exercise such Call Option
(the “Call Option Exercise Notice”).


 


Should Vuzix exercise the Call Option
pursuant to the terms and conditions set forth above, the transfer of the Option Securities shall be completed by the delivery of the
share transfer forms and other documents (duly completed and executed) required for the transfer of ownership and the registration of
the transfer in the Company's share transfer register, in exchange for payment of the corresponding price, at the latest thirty (30)
days after the Call Option Exercise Notice (the “Call Option Completion Date”).


 


The payment of the sale price of the
Option Securities by Vuzix shall be made by wire transfer, in immediately available funds [**] the details of which will be provided
[**] prior to the Call Option Completion Date.


 


If the Call Option is not exercised
during the Call Option Period, such Call Option is automatically void.


 


		5.4	As from the 5th anniversary
                                            of the date of this Agreement, in the event that (i) the Valuation Milestone (as defined
                                            in the SPA) has not be achieved or accelerated according to section 2.2(a) or section
                                            2.2(d) respectively of the SPA at this date and that (ii) Vuzix owns at least 25,250,000
                                            Ordinary Shares upon conversion of 25,250 shares of Series A Preferred Stock, Vuzix
                                            shall have the right, upon its sole option, to purchase (a) 3,030 shares of Series B
                                            [**] and (b) 758 shares of Series B [**] (the "Vuzix Option Securities")
                                            in accordance with the provisions of this Article 5.4 (the “Vuzix Call Option”).



 


Vuzix accepts the benefit of such undertaking
as an irrevocable promise to sell [**]


 






    	 	Page 12 of 24.
 
	 



     


    

 


Vuzix shall exercise the Vuzix Call
Option [**] within three hundred sixty five (365) days following the later to occur of (i) the date of payment by the Company of
the dividends declared for the financial year ending before the 5th anniversary of the date of this Agreement or (ii) the
Call Option Trigger Date (the "Vuzix Call Option Period"), a notice indicating its decision to exercise the Vuzix Call
Option pursuant to this Article 5.4. In such case [**] shall be bound to Transfer to Vuzix all [**] Series B Preferred Stock
[**] for EUR ten (10 €) per share, within ten (10) days as from the notice from Vuzix [**]


 


The transfer of the shares of Series B
Prefered Stock to Vuzix shall be completed by the delivery of the share transfer forms and other documents (duly completed and executed)
required for the transfer of ownership and the registration of the transfer in the Company's share transfer register, in exchange for
payment of the corresponding price (the "Vuzix Call Option Completion Date”).


 


The payment of the sale price of the
Vuzix Option Securities by Vuzix shall be made by wire transfer, in immediately available funds [**] the details of which will be provided
[**] prior to the Vuzix Call Option Completion Date.


 


If the Vuzix Call Option is not exercised
during the Vuzix Call Option Period, such Vuzix Call Option is automatically void.


 


ARTICLE 6.Information
to VUZIX


 


		6.1	In addition to the rights granted to them
                                            by applicable laws and regulations, the Company and the Founders, within the limit of their
                                            respective powers, undertake that Vuzix shall be provided with the following financial statements
                                            with respect to the Company and its Subsidiaries, if any:



 


		i.	as soon as practicable, but in any event
                                            within ninety (90) days after the end of each fiscal year of the Company (i) a balance
                                            sheet as of the end of such year, (ii) statements of income and of cash flows for such
                                            year, and (iii) a statement of stockholders’ equity as of the end of such year,
                                            if requested by Vuzix, the Company will appoint a statutory auditor and all such financial
                                            statements will be audited, the cost of which audit will be borne by Vuzix;



 


		ii.	as soon as practicable, but in any event
                                            within forty-five (45) days after the end of each quarter of each fiscal year of the Company,
                                            unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance
                                            sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except
                                            that such financial statements may (i) be subject to normal year-end adjustments; and
                                            (ii) not contain all notes thereto that may be required in accordance with GAAP);



 


		iii.	with respect to the financial statements
                                            called for in paragraph (i) of this Article 6.1, an instrument executed by the
                                            chief financial officer (if there is one) or the accountants for the Company certifying that
                                            such financial statements were prepared in accordance with GAAP consistently applied with
                                            prior practice for earlier periods (except as otherwise set forth in paragraph (ii) of
                                            this Article 6.1) and fairly present the financial condition of the Company and its
                                            results of operation for the periods specified therein.



 






    	 	Page 13 of 24.
 
	 



     


    

 


		6.2	Such other information relating to the
                                            financial condition, business, prospects, or corporate affairs of the Company as any shareholder
                                            of the Company may from time to time reasonably request.



 


		6.3	If, for any period, the Company has any
                                            Subsidiary whose accounts are consolidated with those of the Company, then in respect of
                                            such period the financial statements delivered pursuant to the foregoing sections shall be
                                            the consolidated and consolidating financial statements of the Company and all such consolidated
                                            Subsidiaries.



 


		6.4	In addition, the Company shall allow reasonable
                                            inspection of its properties and books and financial records by Vuzix, provided that Vuzix(and/or,
                                            as the case may be, its advisor) enters into customary non-disclosure agreements with respect
                                            to the information that may be provided to them on such inspection, and being specified that:



 


		i.	the fees and expenses of each such inspection
                                            shall be borne by Vuzix unless such inspection is made necessary because of a continued breach
                                            of the obligations under this Article 6 for more than sixty (60) days after notification
                                            of such breach to the Company, in which case such fees and expenses shall be borne by the
                                            Company, up to 20,000 € per financial year;



 


		ii.	the Company shall be informed at least
                                            five (5) business days in advance of any inspection; and



 


		iii.	such inspection shall be exercised
                                            during normal business hours.



 


ARTICLE 7.Corporate
social responsibility - ESG


 


The Company acknowledges that Vuzix and its Affiliates
make their investments and monitor their shareholdings in consideration of the environmental, social, corporate and the good corporate
governance standards, such as:


 


		•	use
                                            of the natural resources;



 


		•	environmental
                                            impact;



 


		•	employment;



 


		•	social
                                            dialogue;



 


		•	human
                                            resources;



 


		•	attention
                                            paid to people;



 


		•	relationship
                                            with suppliers and clients;



 


		•	relationship
                                            with the region and stakeholders in general;



 






    	 	Page 14 of 24.
 
	 



     


    

 


		•	governance;
                                            or



 


		•	management.



 


The Company undertakes to make its best efforts
to adopt a progress-making approach so that the Company and its Subsidiaries, as the case may be, operate their business in a way which
reconciles economic interest and corporate social responsibility.


 


ARTICLE 8.Duration
and termination of this Agreement


 


		8.1	This Agreement is entered into for a period
                                            of fifteen (15) years as from its execution. At the end of this first period of fifteen (15)
                                            years, this Agreement shall be automatically renewed for periods of five (5) years.
                                            On any renewal, any Party may terminate its participation to this Agreement, by notifying
                                            such decision to the other Parties at least six (6) months in advance.



 


		8.2	This Agreement will terminate as to any
                                            specific Party, on the date when such Party shall cease to hold any Shares or Security, save
                                            that (i) this shall not relieve that Party and the Company from any liabilities or obligations
                                            whatsoever in respect of matters, undertakings or conditions which shall have been done or
                                            not have been done, observed or performed by that Party prior to such termination, and (ii) provisions
                                            of Article 10 shall continue to bind that Party and the Company for a two (2) year
                                            period after the termination of this Agreement.



 


ARTICLE 9.Attorney


 


		9.1	In order to guarantee the exercise of the
                                            rights which the Parties mutually grant to each other and to give full effect to this Agreement,
                                            the Parties agree to designate, jointly and irrevocably, the Company as their common attorney
                                            in charge of administrating this Agreement (the “Attorney”).



 


The Company is entering into this Agreement
specifically to accept this power of attorney of common interest, in accordance with the following provisions. For the purpose of article
1161 of the French civil code, each Party represented for the purpose of this Agreement has expressly authorized, as the case may be,
its attorney to act as representative of any other Party.


 


		9.2	As the administrator of this Agreement,
                                            especially empowered by the Parties for the duration of this Agreement as provided in Article 9.1:



 


		i.	only the Attorney will be allowed to
                                            deal with and, as the case may be, to enforce the transfer orders (ordres de mouvement)
                                            issued by the Parties and relating to the Securities;



 


		ii.	the Attorney shall be bound to check
                                            the conformity of such transfer orders to the undertakings subscribed in this Agreement;



 






    	 	Page 15 of 24.
 
	 



     


    

 





		iii.	the Attorney shall register a transfer
                                            order only after ensuring that the procedures provided for in this Agreement have been complied
                                            with and that the execution of the transfer order may be completed;



 


		iv.	the Attorney shall ensure that (i) the
                                            shareholders of the Company holding 5% and less of the Shares on a non-fully diluted basis
                                            and (ii) the holders of options or warrants to subscribe or purchase Shares or other
                                            Securities execute a short-form shareholders’ agreement;



 


Consequently, the Parties hereby grant
to the Attorney all powers to execute the short-form shareholders’ agreement in the name and on behalf of all Parties;


 


		v.	the Attorney shall record adhesions to
                                            this Agreement as provided for in Article 11 (New parties to this Agreement);



 


		vi.	the Attorney will collect by all means
                                            the unanimous decisions of the Parties relating to the amendment, modification or waiver
                                            of any of the provisions hereof and will implement, as the case may be, the resulting changes
                                            to this Agreement.



 


		9.3	This power of attorney shall apply to all
                                            of the Securities held by the Parties.



 


ARTICLE 10.Confidentiality


 


		10.1	Each Party undertakes to consider as strictly
                                            confidential and not to divulge, sell or transfer to any Third Party, this Agreement and
                                            any documents or information which it may acquire or to which it may have access in the course
                                            of its relationship with or responsibilities in the Company concerning, in particular, the
                                            activities, products, clients, the strategy, the development, the commercial or partnership
                                            agreements and the financial situation of the Company or its Subsidiaries unless made:



 


		•	with
                                            the prior consent of the Parties (for this Agreement) and of the Company (for any document
                                            or information relating thereto),



 


		•	as
                                            required by the applicable mandatory laws or regulations,



 


		•	to
                                            the directors, managers, employees or professional advisers of a Party, provided that it
                                            be necessary to the performance by such Party of its obligations and undertakings or to the
                                            exercise of its rights in relation to the Company and provided that the director, manager,
                                            employee or professional adviser referred to above be subject to a customary confidentiality
                                            agreement or similar confidentiality obligation, which the Party concerned will make sure
                                            of, it being specified that the persons representing funds or investment firms which are
                                            Parties may communicate to the competent bodies of the companies managing such funds the
                                            information required to allow them to make decisions upon matters relating to the Company.
                                            In addition, the said managing companies may communicate the information required under applicable
                                            laws and regulatory or pursuant to their respective bona fide internal policies to the shareholders,
                                            partners or members of the relevant fund or investment firms, provided that the managing
                                            companies, shareholders, partners or members of the relevant fund or investment firms referred
                                            to above be subject to a customary confidentiality agreement or similar confidentiality obligation,
                                            which the Party concerned will make sure of,



 






    	 	Page 16 of 24.
 
	 



     


    

 


		•	regarding
                                            the existence of any pacte de préférence granted pursuant to this Agreement
                                            (but excluding its content), in accordance with article 1123 of the French civil code, to
                                            a Third Party by any Party who benefits from such pacte de préférence,
                                            but only in order to and to the extent necessary to preserve its right, being provided that
                                            such Party shall previously inform the Company of any request to this effect, or



 


		•	with
                                            the prior authorization of Vuzix, to a bona fide potential investor subject to a customary
                                            confidentiality agreement, which the Party concerned will make sure of.



 


		10.2	Information will not be regarded as confidential,
                                            however, if:



 


		•	it
                                            is in the public domain due to a third party and not because of the negligence of the Party
                                            concerned;



 


		•	it
                                            is available through other sources without breach of any confidentiality undertaking.



 


ARTICLE 11.New
Parties to this Agreement


 


Should a Party decide to Transfer
one or more of its Shares or other Securities to a Third Party if and as permitted hereby, such Party undertakes to require the Third
Party to, and such Transfer shall be conditioned upon:


 


		•	The
                                            written agreement by said Third Party (i) to adhere to and be bound by this Agreement
                                            and the SPA and become a Party for purposes of this Agreement and the SPA and the said Third
                                            Party shall accede to this Agreement and the SPA with the same quality, rights and obligations
                                            as the transferor of the Shares except for rights and obligations that are by their nature
                                            strictly personal to the transferor.



 


		•	The
                                            execution by said Third Party of deeds of adherence to this Agreement and the SPA as confirmation
                                            that such transferee shall be bound by all the terms and conditions of this Agreement and
                                            the SPA.



 


For this purpose, the Parties grant to the Company,
an irrevocable power to record such adhesion in their name and on their behalf.


 


Accordingly, the mere signature by the Company
of a copy of this Agreement signed also by said Third Party shall be deemed signed by all Parties.


 


The Company shall also have all powers to modify
this Agreement, but only to the extent required to insert therein the name of the Third Party, and all the Parties shall be bound by
the modifications so made.


 






    	 	Page 17 of 24.
 
	 



     


    

 


A copy of the amended Agreement shall then be
sent by the Company to each of the Parties.


 


If the Third Party does not execute a deed of
adherence to each of this Agreement and the SPA on the Transfer date at the latest, the Parties irrevocably instruct the Attorney not
to register the Transfer of Securities to the Third Party in the individual shareholders’ accounts until a deed of adherence to
each of this Agreement and the SPA signed by such Third Party has been secured.


 


ARTICLE 12.Notices


 


		12.1	All notices and other communications required
                                            or authorized hereunder shall be in writing and validly made if either delivered via courier
                                            or sent by registered letter (return receipt requested), facsimile or e-mail (provided that
                                            it be confirmed by same day registered letter, return receipt requested or courier on expedited
                                            basis for notices sent across international boundaries) to the registered office or residence
                                            of the Party concerned as specified in the above recitals.



 


Any change in address or representative
for purposes hereof shall be notified by the Party concerned to the other Parties as provided above.


 


		12.2	Notices and other communications delivered
                                            via courier shall be deemed to be received as of their date of delivery, as evidenced by
                                            the delivery receipt.



 


Notices and other communications sent
by registered mail, return receipt requested, shall deemed to be received as of their date of first presentation to the addressee.


 


Notices and other communications sent
by facsimile or e-mail shall be deemed to be received as of the date thereof, provided that they be confirmed by same day registered
letter, return receipt requested or courier on expedited basis for notices sent across international boundaries.


 


ARTICLE 13.Applicable
law and jurisdiction


 


This Agreement shall be governed as to its validity,
interpretation and performance by the laws of France.


 


Any dispute arising in connection with this Agreement
and its exhibits or as a result or consequence thereof not otherwise settled shall be subject to the exclusive jurisdiction of the Paris
commercial courts.


 


ARTICLE 14.Preferential
allocation in the event of a Liquidation event


 


		14.1	Pursuant to the Terms and Conditions,
                                            in cases where the Company is the subject of a Liquidation Event, the Parties agree to proceed
                                            with a specific distribution of the overall consideration resulting for them from such Liquidation
                                            Event.



 






    	 	Page 18 of 24.
 
	 



     


    

 


		14.2	For the purposes hereof, the “Amount
                                            for Allocation” in respect of a Liquidation Event will be (a) the Proceeds
                                            of the Transfer in the event of a Sale or (b) the Liquidation Proceeds in the event
                                            of a Liquidation (including the Liquidation resulting from a Business Sale pursuant to Article 14.3)
                                            or (c) the Merger Shares in the event of a Merger, it being understood that:



 


		(i)	the Amount for Allocation used for the
                                            application of the Allocation Key (as defined below) in respect of a Sale will be equal to
                                            the total Transfer price effectively received by the Parties participating to the Sale (the
                                            “Transfer Proceeds”), it being specified that if the Transfer Proceeds
                                            include a part whose payment is deferred or conditional on the occurrence of one or more
                                            events (the “Price Supplement”), the Parties undertake to apply the principles
                                            described in the Terms and Conditions and this Article 14 to the allocation of the Price
                                            Supplement between them;



 


		(ii)	the Amount for Allocation used for the
                                            application of the Allocation Key in respect of a Liquidation will be equal to the proceeds
                                            of the Liquidation available after settlement of all liabilities, payment of the liquidation
                                            costs of the Company, and repayment of the par value of all the outstanding Securities and,
                                            more generally, after any other priority payment made by the Company imposed by the law and
                                            the applicable regulations (the “Liquidation Proceeds”);



 


		(iii)	in respect of a Merger, the shares
                                            newly issued to the Parties participating in the Merger (the “Merger Shares”)
                                            by the corporation benefiting the contribution or the surviving corporation, as the case
                                            may be, in exchange for the Shares transferred to it by the Parties participating in the
                                            Merger would be allocated mutatis mutandis as described in the Allocation Key.



 


		14.3	In the event that a Business Sale occurs,
                                            the Parties undertake to vote or cause to vote in favor of a Liquidation to be completed
                                            within ninety (90) days of said Business Sale, and the proceeds from such liquidation shall
                                            be allocated as described in Article 14.4.



 


		14.4	The allocation of the Amount for Allocation
                                            will be made according to the following (the “Allocation Key”):



 


		(i)	in first place, the Amount for Allocation
                                            will be distributed between all the Parties participating to the Transaction, in proportion
                                            to the number of Shares held by each of them irrespective of their class, up to an amount
                                            per Share equal to five (5) percent of the Amount for Allocation;



 


		(ii)	in second place, the balance of the
                                            Amount for Allocation after payment of the amounts referred to in (i) above will be
                                            allocated to those Shareholders holding Series A Preferred Stock participating in the
                                            Liquidation Event, up to a total amount equal to forty-nine (49) percent of the Amount for
                                            Allocation irrespective of the number of shares of Series A Preferred Stock, and after
                                            deduction of the amounts referred to in (i) above paid in respect of each Series A
                                            Preferred Stock that they hold (the “Preference A Amount”);



 






    	 	Page 19 of 24.
 
	 



     


    

 


		(iii)	in third place, the balance of the
                                            Amount for Allocation after payment of the amounts referred to in (i) and (ii) above
                                            will be allocated to those Shareholders holding Series B Preferred Stock participating
                                            in the Liquidation Event (irrespective of their class) up to an amount per share of Series B
                                            Preferred Stock held by each of them equal to (i) the Preference A Amount divided by
                                            (ii) the total number of outstanding shares of Series A Preferred Stock, it being
                                            understood that, in the event that there would be no outstanding Series A Preferred
                                            Stock on the completion date of the Liquidation Event, the balance of the Amount for Allocation
                                            after payment of the amounts referred to in (i) and (ii) above will be allocated
                                            to those Shareholders holding Series B Preferred Stock participating in the Liquidation
                                            Event (irrespective of their class) up to an amount per share of Series B Preferred
                                            Stock held by each of them equal to the subscription price of the shares of Series B
                                            Preferred Stock;



 


		(iv)	finally, the remaining Amount for Allocation,
                                            if any, after payments of the amounts referred to in (i) to (iii) above, will be
                                            allocated among those Shareholders holding Ordinary Shares participating in the Liquidation
                                            Event pro rata based on the number of Ordinary Shares they hold.



 


		14.5	If, at one of the stages of the Allocation
                                            Key mentioned above, the fraction of the Amount for Allocation is insufficient to serve fully
                                            the relevant financial rights, the distribution of the available fraction will be made pro
                                            rata of the total financial rights of each holder of the Company’s Securities in respect
                                            of the relevant stage, in relation to all of the financial rights to be served in respect
                                            of this stage.



 


		14.6	Each Party undertakes to take all reasonable
                                            actions within its respective powers to apply and comply with the provisions of this Article 14.
                                            In particular, any Transfer contract giving rise to the application of the Allocation Key
                                            shall contain any stipulation required to allow the proceeds to be allocated in accordance
                                            with the above.



 


ARTICLE 15.Miscellaneous
provisions


 


		15.1	Except as otherwise expressly set forth
                                            herein, all references to a number of days shall be to calendar days.



 


		15.2	In the event any of the provisions hereof
                                            were held to be null or inapplicable, in any form and for any reason, the Parties undertake
                                            to consult each other to remedy the cause of such nullity, so that, except where impossible,
                                            this Agreement remains in full force without disruption.



 


		15.3	The Parties undertake to communicate,
                                            execute and deliver any information and any document, as well as to take any action or decision
                                            which may be necessary to the performance of this Agreement.



 


		15.4	The Parties and the Company acknowledge
                                            that, pursuant to the terms of this Agreement, they are bound by certain undertakings to
                                            Transfer Securities. As a consequence, and in accordance with article 1124 of the French
                                            civil code, each Party and the Company acknowledges that in case of any withdrawal or non-performance
                                            of a Transfer subsequent to the exercise of an option or an undertaking to Transfer Securities,
                                            it will not prevent the underlying agreement to be valid.



 






    	 	Page 20 of 24.
 
	 



     


    

 


Each Party and the Company further
agrees that if a Party defaults in the execution of any such undertakings hereunder (before or after the exercise of the right to purchase
Securities by the other Parties), the allocation of damages to the other Parties will not be an appropriate and sufficient remedy.


 


Each Party and the Company acknowledges
that, accordingly, (i) the beneficiary of any option or right hereunder shall, in any case, be entitled to pursue specific performance
(exécution forcée) without prejudice to any additional compensation (dommages et intérêts complémentaires)
and (ii) by exception to article 1221 of the French civil code, there exists no physical, legal nor moral obstacle that would prevent
such specific performance (exécution forcée) to take place and (iii) each Party and the Company may in any
case be entitled to pursue specific performance (exécution forcée) even if an obvious disproportion between the
cost of the performance of its obligation for the debtor and the interest of the beneficiary (for the purpose of article 1221 of the
French civil code) would result from such specific performance (exécution forcée).


 


		15.5	Each Party and the Company declares to
                                            assume all the risks arising from an unpredictable change of circumstances (changement
                                            de circonstances imprévisible) as a result of which implementing this Agreement
                                            would become excessively onerous for such Party and acknowledges that the valuation of the
                                            Shares or Securities may vary in the future. As a consequence, each Party waives its right
                                            to make any claim under article 1195 of the French civil code, in particular with respect
                                            to any variation of the value of the Shares.



 


		15.6	This Agreement will benefit to and be
                                            binding on the heirs, legatees, assignees, and legal representatives of each of the Parties.



 


		15.7	The Parties and the Company declare that
                                            they have sought counsel from their respective own lawyers and/or other advisors and have
                                            therefore been able to independently assess the scope of their rights and obligations under
                                            this Agreement. No advisor or lawyer shall be deemed to be the sole draftsman (rédacteur
                                            unique) of this Agreement vis-à-vis all the Parties.



 


		15.8	This Agreement sets forth the entire agreement
                                            between the Parties and the Company hereto pertaining to the subject matter hereof and supersedes
                                            and terminates all preliminary agreements, signed agreements, memoranda or letters of proposal
                                            or intent between the Parties and the Company hereto, in connection with the subject matter
                                            hereof entered into prior to the Effective Date.



 


ARTICLE 16.Electronic
signature


 


		16.1	The Parties and signatories of the Agreement
                                            acknowledge and agree:



 






    	 	Page 21 of 24.
 
	 



     


    

 


		(i)	that the Agreement is entered into in
                                            writing in electronic form, in accordance with the terms of article 1366 of the French Civil
                                            Code, and signed electronically by means of a reliable identification process implemented
                                            by DocuSign® (www.docusign.com), guaranteeing the link between each signature
                                            and this Agreement in accordance with the provisions of article 1367 of the French Civil
                                            Code;



 


		(ii)	that the signature of this Agreement
                                            via the affixing of an electronic signature is performed with full knowledge of the technology
                                            used to that end, of its terms of use and of provisions of articles 1366 and 1367 of the
                                            French Civil Code, and thus irrevocably and unconditionally waive any right he/she/it would
                                            have to make any claim or initiate legal proceedings directly or indirectly in relation to
                                            the reliability of such electronic signature process and/or evidence of his/her/its intention
                                            to enter into this Agreement in such respect;



 


		(iii)	that the Agreement has the same enforceability
                                            as a hard-copy written document pursuant to the provisions of article 1366 of the French
                                            Civil Code and the Agreement shall be validly invoked to evidence such enforceability;



 


		(iv)	that (i) the requirement of having
                                            one original copy of the Agreement per Party shall be deemed to be fulfilled if the Agreement
                                            electronically signed is established and stored pursuant to articles 1366 and 1367 of the
                                            French Civil Code and (ii) this process allows each Party to be provided with a copy
                                            of the Agreement on a material format or to have access to a copy of the Agreement, pursuant
                                            to the provisions of article 1375 of the French Civil Code;



 


		(v)	to designate Paris (France) as the place
                                            of signature of the Agreement; and



 


		(vi)	that the Agreement shall take effect
                                            on the Effective Date.



 


[Signature pages follow]


 



    	 	Page 22 of 24.
 
	 



     


    

 





Executed as of the Effective Date, via DocuSign,
by:


 


	 /s/ Jonthan Sachs
	 	/s/ Jerry Woodall

	‌Dr. Jonathan Sachs
	 	‌Dr. Jerry Woodall

	 	 	 
	 	 	 
	

    /s/ Paul Travers
	 	

    /s/ Jonathan Sachs

	Vuzix Corporation

    duly represented by Mr. Paul Travers 
	 	Atomistic

    duly represented by ‌Dr. Jonathan
    Sachs



 






    	 	Page 23 of 24.
 
	 



     


    

 


Schedule A


 


The capital of the Company immediately prior
to the date of this Agreement consists of:


 


		1.	29,038 Ordinary Shares [**]:



 


[**]


 


		2.	29,038 shares of Series B Preferred
                                            Stock [**]:



 


[**]


 


 



    	 	Page 24 of 24.