INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS
INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of
December __, 2010, by and between LC CAPITAL MASTER FUND
LTD,
a Cayman Islands corporation (“Lender”) and VUZIX CORPORATION, a Delaware
corporation (“Grantor”).
Recitals
Lender
has agreed to advance money and to extend certain financial accommodation to
Grantor (the “Loan”) in
the amounts and manner set forth in that certain Loan and Security Agreement by
and between Lender and Grantor (as amended from time to time, the “Loan Agreement”) dated of even
date herewith. Capitalized terms used herein have the meaning
assigned in the Loan Agreement. Lender is willing to make the credit
extensions to Grantor, but only upon the condition, among others, that Grantor
shall grant to Lender a security interest in all of Grantor’s right title, and
interest in, to and under all of the Collateral whether presently existing or
hereafter acquired
Now,
Therefore, Grantor agrees as follows:
Agreement
To secure
performance of Grantor’s obligations under the Loan Agreement, Grantor grants to
Lender a security interest in all of Grantor’s right, title and interest in
Grantor’s intellectual property (including without limitation those Copyrights,
Patents and Trademarks listed on Exhibits A, B and C hereto), including without
limitation all proceeds thereof (such as, by way of example but not by way of
limitation, license royalties and proceeds of infringement
suits). This security interest is granted in conjunction with the
security interest granted to Lender under the Loan Agreement. Each
right, power and remedy of Lender provided for herein shall not preclude the
simultaneous or later exercise by Lender of any or all other rights, powers or
remedies.
In Witness
Whereof, the parties have caused this Intellectual Property Security
Agreement to be duly executed as of the first date written above.
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Address
of Borrower:
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VUZIX
CORPORATION
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Vuzix
Corporation
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By:
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/s/ Xxxx Xxxxxxx
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00
Xxxx Xxxxxx Xxxxx
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Xxxxxxxxx,
XX 00000
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Title:
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President
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Attn: Xxxxx
Xxxxxxx, EVP and CFO
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Address
of Lender:
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LC
CAPITAL MASTER FUND LTD
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LC
Capital Master Fund Ltd
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By:
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/s/ Xxxxxxx X. Xxxxxx
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000
Xxxxx Xxxxxx 00xx Xx
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Xxx
Xxxx, XX 00000
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Title:
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Director
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Attn: Xxxxxxx
Xxxxxxx
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Exhibit
A
Copyrights
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Title
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Registration Number
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Registration Date
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N/A
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Exhibit
B
Patents
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Title
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Serial/ Patent Number
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Application/ Issue Date
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Methods
of Adaptive Encoding and Decoding Video Signals
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2009-547233
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November
9, 2007
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Adjustable
Attachment Mechanism
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D
596,012
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July
14, 2009
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Agile
Holographic Optical Phased Array Device and Applications
|
12/061,390
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April
2, 2008
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Beam
segmentor for enlarging viewing aperture of microdisplay
|
12/418,318
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April
3, 2009
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Beam
segmentor for enlarging viewing aperture of microdisplay
|
PCT/US09/69910
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December
31, 2009
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Binocular
Display With Improved Contrast Uniformity
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2,636,283
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December
20, 2006
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Binocular
Display With Improved Contrast Uniformity
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06846708.3
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December
20, 2006
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Binocular
Display with improved contrast uniformity
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7,515,344
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April
7, 2009
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Compact
near eye display with scanned image generation
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12/631,083
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December
4, 2009
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Compound
Light Guide for Video Display (PROVISIONAL)
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61/219,630
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June
23, 2009
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Computer
Hand Controller
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D
385,539
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December
21, 1995
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Computer
Hand Controller
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D
380,208
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June
24, 1997
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Computer
Hand Controller
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D
376,790
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December
24, 1996
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Computer
Tracking System (Controller for Graphical Display)
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6,788,286
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September
7, 2004
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Controllable
Light Array for Projection Image Display
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12/631,073
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December
4, 2009
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Controllable
Light Array for Projection Image Display
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PCT/US09/66716
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December
4, 2009
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Foam
Pad
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D
378,700
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December
21, 1995
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Hand
Controller
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D
385,540
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December
21, 1995
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Hand
Controller
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D
385,541
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October
28, 1997
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Hand
Controller R
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D
385,263
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October
21, 1997
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Head
Tracking Apparatus
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5,373,857
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December
20, 1994
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Headset
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D
381,646
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July
29, 1997
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Headset
for Presenting Video and Audio Signals to a Wearer
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6,150,998
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August
11, 1997
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Headset
for Presenting Video and Audio Signals to a Wearer
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5,682,172
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October
28, 1997
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Image
Display
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6,870,532
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March
22, 2005
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Methods
of Adaptive Encoding And Decoding Video Signal
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11/626,690
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January
24, 2007
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Methods
of Displaying Portions of Split Screen Displays
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12/251,878
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October
15, 2008
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Micro-Display
Engine
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7,133,207
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November
7, 2006
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Micro-Display
Engine
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7,397,607
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July
8, 2008
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Personal
Video Display Device
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D
566,744
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April
15, 2008
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Personal
Video Display Device
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1312096
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September
7, 2007
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||
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Personal
Video Display Device
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000694435-0001
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March
8, 2007
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||
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Personal
Video Display Device
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119784
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September
25, 2008
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||
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Personal
Video Display Device
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ZL200730006385.3
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May
6, 2009
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Personal
Video Display Device
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11/470,985
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September
7, 2006
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Personal
Video Display Device
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D
579,014
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October
21, 2008
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Personal
Video Display Device
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000811906-0001
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October
4, 2007
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Personal
Video Display Device
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1335703
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June
13, 2008
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Personal
Video Display Device
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122544
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June
22, 2009
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Personal
Video Display Device
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ZL200730323717.X
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April
29, 2009
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Personal
Video Display Device
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68119
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October
16, 2008
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Personal
Video Display Device
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D
591,326
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April
28, 2009
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Personal
Video Display Device
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D
621,805
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January
7, 2009
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Portable
Virtual Display
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D
517,066
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March
14, 2006
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Portable
Virtual Display
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000347166-0001
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May
30, 2005
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Portable
Virtual Display
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1263271
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January
6, 2006
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Portable
Virtual Display
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200530016863.X
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October
25, 2006
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Portable
Virtual Display
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D
512,985
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December
20, 2005
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Prismatic
ocular device and personal video display device incorporating
same
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12/618,456
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November
13, 2009
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Selectively
Adjustible Mounting Assembly
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7,568,672
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August
4, 2009
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Traveling
Lens Video Display
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11/938038
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November
9, 2007
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Two
Stage Optical System for Head Mounted Display
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2002-502497
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June
8, 2001
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Two
Stage Optical System for Head Mounted Display
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6,417,970
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July
9, 2002
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Two
Stage Optical System for Head Mounted Display
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6,636,359
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October
23, 2003
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Video
Image Viewing Device and Method
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5,973,727
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October
26, 1999
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Video
Image Viewing Device and Method
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6,181,367
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January
30, 2001
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Video
Image Viewing Device and Method
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ZL
98109836.3
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January
12, 2005
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Video
Image Viewing Device and Method
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4181660
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September
5, 2008
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Virtual
Display Eyeglasses
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000347174-0001
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Mat
30, 2005
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Virtual
Display Eyeglasses
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1282816
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August
18, 2006
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Virtual
Display Eyeglasses
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ZL200530016861.0
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October
24, 2006
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Virtual
Display Eyeglasses
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1283096
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August
18, 2006
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Virtual
Display Eyeglasses
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D
556,815
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December
4, 2007
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Virtual
Display Eyeglasses
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D
513,031
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December
20, 2005
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Virtual
Display Eyeglasses
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000191630-0001
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June
17, 2004
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Virtual
Display Eyeglasses
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1236623
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March
4, 2005
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Virtual
Display Headset
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7,190,330
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March
13, 2007
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Virtual
Reality Headset
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D
369,595
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May
7, 1996
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Exhibit
C
Trademarks
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Description
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Serial / Registration Number
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Application /Registration Date
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3DZONE
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77/267,078
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August
29, 2007
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3DZone
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6571511
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February
29, 2008
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3DZone
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1,386,229
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February
28, 2008
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3DZone
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2008705858
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February
29, 2008
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3DZone
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006713028
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January
29, 2009
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3DZone
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5223916
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March
17, 2008
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ACCUTILT
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3,385,610
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February
19, 2008
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ACCUTILT
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351842
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June
4, 2008
|
||
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ACCUTILT
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5934594
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December
14, 2009
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||
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ACCUTILT
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5080732
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September
28, 2007
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||
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ACCUTILT
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005734058
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February
19, 2008
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||
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ACCUTILT
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TMA729,137
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November
21, 2008
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BLADE
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77/766,228
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June
23, 2009
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BLADE
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1464603
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December
18, 2009
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BLADE
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(China)
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n/a
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BLADE
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2009-96902
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December
22, 2009
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BLADE
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008773012
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June
15, 2010
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EYETONOMY
|
006874655
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May
20, 2009
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GMD
Xxxx & Skull Design
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1366653
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October
1, 2007
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GMD
Xxxx & Skull Design
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3,478,846
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August
5, 2008
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||
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GMD
Xxxx & Skull Design
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00630625
|
September
11, 2008
|
||
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IWEAR
|
3,245,574
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May
22, 2007
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||
|
IWEAR
|
TMA729,667
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November
27, 2008
|
||
|
IWEAR
|
5502224
|
July
7, 2009
|
||
|
IWEAR
|
005211867
|
June
14, 2007
|
||
|
IWEAR
|
5096931
|
December
7, 2007
|
||
|
IWEAR
|
335327
|
October
8, 2007
|
||
|
ODIN
|
85/136,685
|
September
23, 2010
|
||
|
SIGHTMATE
|
6683297
|
April
25, 2008
|
||
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SIGHTMATE
|
3,763,926
|
March
23, 2010
|
||
|
SIGHTMATE
|
TMA756,420
|
May
5, 2010
|
||
|
SIGHTMATE
|
006873046
|
June
5, 2009
|
||
|
SIGHTMATE
|
375565
|
Xxxxx
00, 0000
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||
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Xxxxxx
design
|
6493110
|
January
4, 0000
|
||
|
Xxxxxx
design
|
3,513,644
|
Xxxxxxx
0, 0000
|
||
|
Xxxxxx
design
|
006356951
|
October
23, 0000
|
||
|
Xxxxxx
design
|
5206237
|
February
20, 0000
|
||
|
Xxxxxx
design
|
TMA755,704
|
December
18, 0000
|
||
|
Xxxxxx
design
|
366056
|
December
1, 2008
|
||
|
TAC-EYE
|
3,387,883
|
February
26, 2008
|
||
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TAC-EYE
|
TMA740,374
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May
20, 2009
|
||
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TAC-EYE
|
006277909
|
August
18, 2009
|
||
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THE
NEW VIRTUAL REALITY
|
3,506,062
|
September
23, 2008
|
||
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THE
NEW VIRTUAL REALITY
|
006447973
|
October
23, 0000
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||
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XXX
XXX XX
|
2,145,089
|
March
17, 1998
|
||
|
VIDEO
EYEWEAR
|
4933504
|
March
3, 2006
|
||
|
VIDWEAR
|
78/663,698
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July
5, 2006
|
||
|
VIDWEAR
|
004797445
|
January
22, 2007
|
||
|
VIEW
THE FUTURE
|
6493111
|
January
4, 2008
|
||
|
VIEW
THE FUTURE
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1,385,408
|
February
22, 2008
|
|
Description
|
Serial / Registration Number
|
Application /Registration Date
|
||
|
VIEW
THE FUTURE
|
3,640,396
|
June
16, 2009
|
||
|
VIEW
THE FUTURE
|
006355879
|
December
3, 2008
|
||
|
VIEW
THE FUTURE
|
5206239
|
February
20, 2009
|
||
|
VIEW
THE FUTURE
|
370978
|
February
2, 2009
|
||
|
VUZIX
|
6493114
|
January
4, 2008
|
||
|
VUZIX
|
3,603,362
|
April
7, 2009
|
||
|
VUZIX
|
006355002
|
October
23, 2008
|
||
|
VUZIX
|
5206238
|
February
20, 2009
|
||
|
VUZIX
|
TMA758,617
|
February
2, 2010
|
||
|
VUZIX
|
368567
|
December
25, 2008
|
||
|
WRAP
|
77/766,237
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June
23, 2009
|
||
|
WRAP
|
1,464,772
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December
23, 2009
|
||
|
WRAP
|
n/a
|
n/a
|
||
|
WRAP
|
n/a
|
n/a
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WRAP
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008773475
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June
15, 2010
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