SECOND SUPPLEMENTAL
Agreement


 


 


THIS SUPPLEMENTAL AGREEMENT (this
“Agreement”) is entered into between LC Capital Master Fund Ltd., A Cayman Islands corporation (“Lender”)
and Vuzix Corporation, a Delaware corporation (“Borrower”), on and as of January 23, 2012.


 


RECITALS


 


A.Borrower and Lender entered into a Loan
and Security Agreement dated as of December 23, 2010 (the “Loan Agreement”).


 


B. Pursuant to Section 2.1(c) of
the Loan Agreement a principal payment in the amount of One Hundred and Forty-one Thousand Six Hundred and Sixty-six Dollars ($141,666)
is due and payable by Borrower on January 23, 2012. The parties agree that such amount will be added to the principal balance of
the Loan made by Lender pursuant to the Loan Agreement, payable upon the maturity date of the Loan.


 


NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are acknowledged, the undersigned hereby agree as follows:


 


1.                 
Terms that are capitalized herein, defined in the Loan Agreement and not otherwise defined herein shall have the meanings
given to them in the Loan Agreement.


 


2.                 
Interest Due.  Subject to the conditions set forth in this Supplement, the principal payable by Borrower
on the Loan in accordance with Section 2.3 of the Loan Agreement on January 23, 2012 in the amount of One Hundred and Forty-one
Thousand Six Hundred and Sixty-six Dollars ($141,666), is added to the principal amount of the
Loan, to be repaid on the maturity date of the Loan, with interest thereon payable in accordance with the terms of the Loan Agreement.



 


3.                 
Effect on the Loan Agreement and Other Documents.
This Supplement does not constitute, and shall not be deemed to constitute, a waiver of any of any default under the Loan Agreement
or a waiver of any of Lender’s remedies under the Loan Agreement or any other agreement between Lender and Borrower (together,
the “Credit Documents”). Except to the extent expressly provided herein, the Credit Documents shall remain
in effect in accordance with their original terms.


 


4.                 
Representations and Warranties.
Except to the extent expressly provided herein, Borrower hereby represents and warrants that the representations and warranties
of Borrower contained in the Loan Agreement are true on and as of the date hereof, except such representations warranties that
relate to an earlier date, which representations and warranties were true as of such date.


 



    	 



    	 



    



 


5.                 
Headings. The various headings
of this Supplement are inserted for convenience only and shall not affect the meaning or interpretation of this Supplement or any
provisions hereof.


 


6.                 
Execution in Counterparts. This
Supplement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.


 


7.                 
Successors
and Assigns. This Supplement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


8.                 
Governing
law. This Supplement shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to its conflicts of laws principles.


 


 [Signature Page Follows]





 




    	 



    	 



    



 


 





[Signature Page to Second Supplemental
Agreement between Vuzix Corporation and LC Capital Master Fund Ltd.]







 


The Supplement is executed as of the date set
out in the preamble to this Supplement.


 





	 	Borrower:
	 	 
	 	Vuzix Corporation
	 	 
	 	 
	 	By: /s/ Paul J. Travers
	 	Name:  Paul J. Travers
	 	Title:  President
	 	 
	 	 
	 	Lender:
	 	 
	 	LC Capital Master Fund Ltd.
	 	 
	 	 
	 	By: /s/ Richard F. Conway
	 	Name:  Richard F. Conway
	 	Title:  Director