FOURTH 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 March 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 March 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.   Principal
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 March 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 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