INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement is entered into as of March 21, 2011 by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and VUZIX CORPORATION, a Delaware corporation (“Grantor”).
Recitals
A. Bank has agreed to make certain advances of money and to extend certain financial accommodations to Grantor (the "Loans") in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantor dated of even date herewith (as the same may be amended, modified or supplemented from time to time, the "Loan Agreement"; capitalized terms used herein are used as defined in the Loan Agreement). Bank is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in certain Copyrights, Trademarks and Patents to secure the obligations of Grantor under the Loan Agreement.
B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank a security interest in all of Grantor's right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral.
Now, Therefore, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of its obligations under the Loan Agreement and all other agreements now existing or hereafter arising between Grantor and Bank, Grantor hereby represents, warrants, covenants and agrees as follows:
Agreement
To secure its obligations under the Loan Agreement and under any other agreement now existing or hereafter arising between Grantor and Bank, Grantor grants and pledges to Bank a security interest in all of Grantor’s right, title and interest in, to and under its Intellectual Property Collateral (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), and 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), the right to xxx for past, present and future infringements, all rights corresponding thereto throughout the world and all re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof.
This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement. The rights and remedies of Bank with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan Documents, and those which are now or hereafter available to Bank as a matter of law or equity. Each right, power and remedy of Bank provided for herein or in the Loan Agreement or any of the Loan Documents, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Bank of any one or more of the rights, powers or remedies provided for in this Intellectual Property Security Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Bank, of any or all other rights, powers or remedies.
Grantor represents and warrants that Exhibits A, B, and C attached hereto set forth any and all intellectual property rights in connection to which Grantor has registered or filed an application with either the United States Patent and Trademark Office or the United States Copyright Office, as applicable.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.
In Witness Whereof, the parties have caused this Intellectual Property Security Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above.
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Grantor:
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Address of Grantor:
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VUZIX CORPORATION
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00 Xxxx Xxxxxx Xxxxx
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By:
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/s/ Xxxx X. Xxxxxxx
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Xxxxxxxxx, XX 00000
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Title:
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President and CEO
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Attn: Xxxx Xxxxxxx, CEO & President
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Bank:
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Address of Bank:
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BRIDGE BANK, NATIONAL ASSOCIATION
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00 X. Xxxxxxx Xxxx., Xxxxx 000
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By:
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/s/ Xxx Xxxxxxx
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Xxx Xxxx, XX 00000
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Title:
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Senior Vice President
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Attention: Technology Division
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2.
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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3.
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
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12/061,390
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April 2, 2008
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Beam segmentor for enlarging viewing aperture of microdisplay
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12/418,318
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April 3, 2009
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Beam segmentor for enlarging viewing aperture of microdisplay
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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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Personal Video Display Device
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000694435-0001
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March 8, 2007
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Personal Video Display Device
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119784
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September 25, 2008
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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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4.
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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ACCUTILT
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5080732
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September 28, 2007
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ACCUTILT
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005734058
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February 19, 2008
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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
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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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GMD Xxxx & Skull Design
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00630625
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September 11, 2008
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IWEAR
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3,245,574
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May 22, 2007
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IWEAR
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TMA729,667
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November 27, 2008
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IWEAR
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5502224
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July 7, 2009
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IWEAR
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005211867
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June 14, 2007
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IWEAR
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5096931
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December 7, 2007
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IWEAR
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335327
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October 8, 2007
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ODIN
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85/136,685
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September 23, 2010
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SIGHTMATE
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6683297
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April 25, 2008
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SIGHTMATE
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3,763,926
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March 23, 2010
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SIGHTMATE
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TMA756,420
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May 5, 2010
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SIGHTMATE
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006873046
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June 5, 2009
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SIGHTMATE
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375565
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Xxxxx 00, 0000
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Xxxxxx design
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6493110
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January 4, 0000
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Xxxxxx design
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3,513,644
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Xxxxxxx 0, 0000
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Xxxxxx design
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006356951
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October 23, 0000
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Xxxxxx design
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5206237
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February 20, 0000
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Xxxxxx design
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TMA755,704
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December 18, 0000
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Xxxxxx design
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366056
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December 1, 2008
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TAC-EYE
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3,387,883
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February 26, 2008
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TAC-EYE
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TMA740,374
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May 20, 2009
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TAC-EYE
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006277909
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August 18, 2009
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THE NEW VIRTUAL REALITY
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3,506,062
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September 23, 2008
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THE NEW VIRTUAL REALITY
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006447973
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October 23, 0000
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XXX XXX XX
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2,145,089
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March 17, 1998
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VIDEO EYEWEAR
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4933504
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March 3, 2006
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VIDWEAR
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78/663,698
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July 5, 2006
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VIDWEAR
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004797445
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January 22, 2007
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VIEW THE FUTURE
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6493111
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January 4, 2008
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VIEW THE FUTURE
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1,385,408
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February 22, 2008
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VIEW THE FUTURE
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3,640,396
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June 16, 2009
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5.
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Description
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Serial / Registration Number
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Application /Registration Date
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VIEW THE FUTURE
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006355879
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December 3, 2008
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VIEW THE FUTURE
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5206239
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February 20, 2009
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VIEW THE FUTURE
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370978
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February 2, 2009
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VUZIX
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6493114
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January 4, 2008
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VUZIX
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3,603,362
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April 7, 2009
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VUZIX
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006355002
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October 23, 2008
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VUZIX
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5206238
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February 20, 2009
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VUZIX
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TMA758,617
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February 2, 2010
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VUZIX
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368567
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December 25, 2008
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WRAP
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77/766,237
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June 23, 2009
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WRAP
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1,464,772
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December 23, 2009
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WRAP
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n/a
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n/a
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WRAP
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n/a
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n/a
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WRAP
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008773475
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June 15, 2010
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6.
