Exhibit
10.81


 





 


	
        Kerry Propper

        Chief Executive Officer

         
	
        Chardan Capital Markets, LLC

        17 State Street

        Suite 1600

        New York, NY 10004

        Tel: 646 465 9028

        Fax: 646 465 9091

         



 


November 12, 2014


 


Vuzix Corporation


2166 Brighton-Henrietta Townline Road


Rochester, NY 14623


 


Attention:Mr. Paul Travers


 


 


Dear Paul:


 


This letter (the “Agreement”)
will confirm our understanding that Vuzix Corporation (the “Company”) has engaged Chardan Capital Markets, LLC (“Chardan”)
to act as a non-exclusive financial advisor to the Company.


 


Section 1.Scope of Engagement
and Services. In connection with this engagement, Chardan shall, as appropriate, perform the following services (collectively,
the “Services”):


 


		(a)	familiarize itself with the business, operations, properties, financial condition and prospects
of the Company in order to, among other things, analyze the potential contributions of such business, operations and facilities
to the Company’s future operating results, it being understood that Chardan shall be entitled, in the course of such familiarization,
to rely upon publicly available information and such other information as may be supplied by the Company, without independent investigation;



 


		(b)	take the Company on non-deal road shows;



 


		(c)	advise and assist management in preparing for presentations to investors, lenders and/or other
financial sources, including the development of the best strategy for demonstrating the experience of management and the scope
of such experience; and



 


		(d)	perform such other financial advisory services as Chardan and the Company may from time to time
agree upon.



 


 



    	 



    	 



    




Section 2.Cash
Compensation. In connection with this engagement, the Company agrees to pay Chardan for its Services an aggregate cash
fee equal to six percent (6%) (the “Fee”). The Fee shall be calculated as a percentage of the dollar amount raised
by the Company pursuant to the cash exercise(s) of the warrants it currently has outstanding. The Company agrees to wire the Cash
Fee to Chardan by the 7th day of each month (e.g. first payment by December 7, 2014, second payment by January 7, 2015,
etc.). There shall be one Cash Fee payment per month.


 


Section 3.Indemnification.
The Company agrees to indemnify Chardan in accordance with the provisions of Annex A hereto, which is incorporated by reference
and made a part hereof.


 


Section 4. Expenses.
The Company will reimburse Chardan for expenses, including but not limited to reasonable and documented travel, legal fees and
other expenses, only if and to the extent that such expenses are approved by Company in writing prior to being incurred. It is
understood that Chardan will not bear any of the Company’s legal, accounting, printing or other expenses in connection with
the Services.


 


Section 5.Chardan’s
and the Company’s Relationships with Others. The Company acknowledges that Chardan and its affiliates are in the
business of providing investment banking, financial advisory and consulting services to others and agrees that the provision of
such services shall not constitute a breach hereof of any duty owed to the Company by virtue of this Agreement. Nothing contained
herein, other than Chardan’s obligations relating to the Company’s Confidential Material as provided in Section 7 hereof,
shall be construed to limit or restrict Chardan or its respective affiliates in conducting such businesses with respect to others
or in rendering such services to others.


 


Section 6.Confidential
Information. In connection with the rendering of services hereunder, Chardan has been or will be furnished with certain
confidential information of the Company including, but not limited to, financial statements and information, cost and expense data,
scientific data, intellectual property, trade secrets, business strategies, marketing and customer data, and such other information
not generally available from public or published information sources. Such information shall be deemed “Confidential Material,”
and shall be used solely in connection with the provision of services contemplated hereby, and shall not be disclosed by Chardan
without the prior written consent of the Company. In the event Chardan is required by applicable law or legal process to disclose
any of the Confidential Material, Chardan will deliver to the Company prompt notice of such requirement (by fax or overnight courier
promptly following Chardan’s knowledge or determination of such requirement) prior to such disclosure so the Company may
seek an appropriate protective order and/or waive compliance of this provision. If, in the absence of a protective order (because
the Company elected to not seek such an order or it was denied by a court of competent jurisdiction) or receipt of written waiver,
Chardan is nonetheless, in the written opinion of its counsel to be shared with Company, compelled to disclose any Confidential
Material, Chardan may do so without liability hereunder.


 


Section 7.Limitation Upon
the Use of Advice and Services.


 


		(a)	No person or entity, other than the Company (including its directors, officers and employees),
shall be entitled to make use of, or rely upon any advice or Services of Chardan to be given hereunder, and the Company shall not
transmit such advice to, or encourage or facilitate the use or reliance upon such advice by others without the prior written consent
of Chardan.



 


 



    	 



    	 



    




 


		(b)	The Company hereby acknowledges that Chardan, for Services rendered as contemplated by this Agreement,
does not make any commitment whatsoever to make a market in any of the Company’s securities on any stock exchange or in any
electronic marketplace. Any decision by Chardan to make a market in any of the Company’s securities shall be based solely
on the independent judgment of Chardan’s management, employees, and agents.



 


		(c)	Use of Chardan’s name in annual reports or any other report of the Company or releases by
the Company requires the prior written approval of Chardan unless the Company is required by law to include Chardan’s name
in such annual reports, other report or release of the Company, in which event the Company shall furnish to Chardan copies of such
annual reports or other reports or releases using Chardan’s names in advance of publication by the Company.



  


Section 8.Information;
Cooperation. The Company will cooperate with and will furnish Chardan with all reasonable information and data concerning
the Company which Chardan deems appropriate and will provide Chardan with reasonable access to the Company’s officers, directors,
employees, independent accountants and legal counsel. The Company represents that all information and any disclosure materials
made available to Chardan for distribution to investors will be complete and correct in all material respects and will not contain
any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein not misleading
in light of the circumstances under which such statements are made. The Company further represents and warrants that to the extent
any projections are furnished, such projections will have been prepared in good faith and will be based upon assumptions, which,
in light of the circumstances under which they are made, are reasonable. Chardan shall not, and shall cause any of its selected
dealers not to, deliver to any prospective investors any information concerning the Company, unless the Company has previously
consented to the distribution of such information by prior written consent.


 


Section 9.Miscellaneous.


 


(a) Any notice or communication between
the parties hereto shall be sufficiently given if sent by national courier, certified or registered mail, postage prepaid, or faxed
and confirmed if to the Company, addressed to it at: 2166 Brighton-Henrietta Townline Road, Suite B, Rochester, NY 14623, or if
to Chardan, addressed to them at: 150 East 58th Street, 28th Floor, New York, NY 10155. Such notice or other
communication shall be deemed to be given on the date of receipt.


 


		(b)	This Agreement embodies the entire agreement and understanding between the Company and Chardan
and supersedes any and all negotiations, prior discussions and preliminary and prior agreements and understandings that Chardan
may have had with the Company related to the subject matter hereof, and may be modified only by a written instrument duly executed
by each party. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and personal representatives
of each of the parties hereto. This Agreement has been duly authorized, executed and delivered by and on behalf of the Company
and Chardan.



 


 



    	 



    	 



    




 


		(c)	This Agreement shall be deemed to have been made and delivered in New York City and shall be governed
as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without
regard to principles of conflicts of law thereof.



 


		(d)	This Agreement and the rights hereunder may not be assigned by either party (except by operation
of law) without the other party’s prior written consent.



 


		(e)	Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall,
as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions
of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision
shall be interpreted to be only as broad as is enforceable.



 


Section 10.Termination.
The term (the “Term”) of Chardan’s engagement hereunder shall commence on the date hereof and shall expire
six (6) months thereafter; provided however that this Agreement can be terminated prior to such time as follows: (i) five (5) days
after receipt of written notice of termination from Chardan for any reason, or from the Company for any reason. No termination
from the Company will be effective until three (3) months from the date hereof. The Term may be extended by written agreement of
the parties hereto.


 


Section 11.Provision
for Alternative Outcomes. In the event that other services are requested by the Company, the parties hereto shall negotiate
in good faith to determine a mutually acceptable level of compensation in such an eventuality.


 




    	 



    	 



    


 


We are delighted to accept this engagement
and look forward to working with you on this assignment. Please confirm that the foregoing is in accordance with your understanding
by signing and returning to us one copy of this enclosed duplicate of this Agreement.


 


 


Very truly yours,


 


 


CHARDAN CAPITAL MARKETS, LLC


 


 


 


		By:	/s/ Kerry Propper



Kerry Propper


Chief Executive Officer





 


 


Agreed to and accepted this 12th
day of November, 2014


 


 


VUZIX CORPORATION


 


 


 


		By:	/s/ Paul Travers



Paul Travers


Chief Executive Officer


 




    	 



    	 



    


ANNEX A


 


INDEMNIFICATION


 


The Company agrees
to indemnify and hold harmless Chardan and its affiliates and their respective officers, directors, employees, agents and controlling
persons (Placement Agent and each such person being an “Indemnified Party”), from and against any losses, claims, damages
and liabilities, to which such Indemnified Party may become subject under any applicable law, which relate to or arise in any manner
out of the Services contemplated by this Agreement of which this Annex A forms a part and the performance by Chardan of the Services
contemplated thereby, and will promptly reimburse each Indemnified Party for all reasonable expenses (including reasonable fees
and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or defense of any pending or
threatened claim or any action or proceeding arising therefrom, whether or not such claim, action or proceeding is initiated or
brought by or on behalf of the Company. Notwithstanding the foregoing, the Company shall not be liable under the foregoing to the
extent that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction to have resulted
from Chardan’s or the Indemnified Party’s bad faith or negligence.


 


The Company also agrees
that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company
or its security holders or creditors related to, arising out of, or in connection with, any Services, the engagement of Chardan
pursuant to, or the performance by Chardan of the Services contemplated by, this Agreement, except to the extent any loss, claim,
damage or liability if found in a judgment by a court of competent jurisdiction to have resulted from Chardan’s bad faith
or negligence.


 


Promptly after receipt
by Chardan or any other Indemnified Party of any threatened claim, notice of any proceeding, or the commencement of any legal action
or proceeding in respect of which indemnity may be sought against the Company or other Indemnified Party, Chardan or such other
Indemnified Party shall notify the Company in writing within 7 seven (days) in writing of the receipt of any such notice or commencement
of such an action or proceeding. In the event the Company shall be obligated under this Indemnification Annex to indemnify Chardan
and/or such other Indemnified Party, the Company may, at its sole and absolute discretion, assume and control any portion of or
all aspects of the defense of such proceeding, including, inter alia, selection of counsel (which counsel shall be reasonably
acceptable to Chardan) and, subject to the next paragraph, settlement; provided, however, that the Indemnified Parties
shall have the right to retain separate counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified
Parties, unless (i) the employment of such counsel has been specifically authorized in writing by the Company, (ii) the Company
has failed to assume the defense and employ reasonably acceptable counsel as required above, or (iii) the named parties to any
such action (including any impleaded parties) include both (a) the Indemnified Parties and (b) the Company, and the Indemnified
Parties shall have reasonably determined that the defenses available to them are not available to the Company and/or may not be
consistent with the best interests of the Company or the Indemnified Parties (in which case the Company shall not have the right
to assume the defense of such action on behalf of the Indemnified Parties); it being understood, however, that the Company shall
not, in connection with any one such action or separate, substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate
firm of attorneys for the Indemnified Parties, which firm shall be designated in writing by Chardan.


 


The provisions of this
Annex A shall continue to apply and shall remain in full force and effect regardless of any modification or termination of the
engagement or engagement letter of which this Annex A is a part for period of six (6) months following expiration or termination
of this Agreement.