You may receive more than one proxy depending on how you hold your shares.  Shares registered in your name are covered by one proxy.  If you hold shares through someone else, such as a bank or broker (that is, in street name) please refer to your proxy card or the information forwarded by your bank, broker or other holder of record for voting instructions.  If you want to vote in person at the Meeting, and you hold your shares in street name, you must obtain a proxy from your bank or broker and bring the proxy to the Meeting.

This Proxy Statement and the accompanying Form of Proxy are first being mailed to shareholders on or about March 24, 2014.

These securityholder materials are being sent to both registered and non-registered owners of the securities.  If you are a non-registered owner, and we or our agent have sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, we (and not the intermediary holding on your behalf) have assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.  Please return your voting instructions as specified in the request for voting instructions.

Revoking a Proxy

You may revoke your proxy before it is voted by submitting a new proxy with a later date, by voting in person at the Meeting, or by notifying our Corporate Secretary in writing at #507, 837 West Hastings Street, Vancouver, British Columbia, Canada, V6C 3N6.3N6, Attention: Corporate Secretary.

In addition to revocation in any other manner permitted by law, a shareholder may revoke a proxy either by (a) signing a FormVotes Required

Proposal One - Election of Proxy bearing a later date and depositing it at the place and within the time aforesaid, or (b) signing and dating a written notice of revocation (in the same manner as the Form of Proxy is required to be executed as set out in the notes to the form of proxy) and either depositing it at the place and within the time aforesaid or with the ChairmanDirectors: The affirmative vote of the Meeting on the dayholders of the Meeting or on the daya plurality of any adjournment thereof, or (c) registering with the Scrutineer at the Meeting as a shareholder present in person, whereupon such proxy shall be deemed to have been revoked.

Only registered shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the proxy on their behalf.

Please note, however, that if yourour shares are held of record by a broker, bank or other nominee and you wish to vote at the Meeting, you must bring to the Meeting a letter from the broker, bank or other nominee confirming your beneficial ownership of the shares and that such broker, bank or other nominee is not voting your shares.

The Form of Proxy must be dated and be signed by the shareholder or by his attorney in writing, or, if the shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

Quorum

To conduct the business of the meeting, we must have a quorum.  This means at least 25% of the outstanding shares entitled to vote must bestock represented at the Meeting either by proxy or in person.  

Votes needed

The five nominees for director receiving a plurality of the votes cast in person or by proxy atis required for the Meeting shallelection of our directors. This means that the nominees who receive the greatest number of votes for each open seat will be elected. Approval to ratifyVotes may be cast in favor of the election of directors or withheld. Votes that are withheld and approvebroker non-votes will be counted for the appointmentpurposes of KWCO, PC as auditor and authorizingdetermining the directors to fix their remuneration, requirespresence or absence of a quorum, but will have no effect on the election of directors.

Proposal Two – Ratification of Appointment of Independent Registered Public Accountants: The affirmative vote of the holders of a majority of our shares of common stock represented at the votes castMeeting in person or by proxy atis required for the Meeting.  Ifratification of the Meeting is adjourned, your sharesappointment of our independent registered public accountants. Stockholders may vote in favor or against this Proposal or they may abstain. Abstentions are deemed to be voted by“votes cast” and will have the proxy holder on the new meeting date unless you have revoked your proxy.

Only votes cast “for” or “against” a proposal are counted.  Abstentions and broker non-votes (or votes withheld in the election of directors) will not be counted, except for purposes of determining a quorum.  Broker non-votes occur when a broker returns a proxy but does not have authority to vote on a particular proposal.

Attending in person

Only shareholders, their proxy holders, and Oculus’ guests may attend the Meeting.

If you hold your shares through someone else, suchsame effect as a bank orvote against this Proposal.

Proposal Three – Approval of Omnibus Equity Incentive Compensation Plan: The affirmative vote of the holders of a broker, send proof of your ownership to the Secretary at the address listed above, or you may bring proof of ownership with you in order to be admitted to the Meeting.  Acceptable proof could include an account statement showing that you owned Oculus shares on March 5, 2014.

We will pay the expenses of soliciting proxies.  Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, email or fax.  We will also reimburse banks, brokers and other persons holding shares in their names or in the names of their nominees for their reasonable out-of-pocket expenses in forwarding proxies and proxy material to the beneficial owners of such shares.

Non-Registered Shareholders

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting.  Most shareholdersmajority of our company are “non-registered” shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares.  More particularly, a person is a non-registered shareholder in respect of shares which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either (a) in the name of an intermediary (the “Intermediary”) that the Non-Registered Holder deals with in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (“CDS”)) of which the Intermediary is a participant.  In accordance with the requirements of National Instrument 54-101 –Communication with Beneficial Owners of Securities of a Reporting Issuerof the Canadian Securities Administrators, we have distributed copies of the Notice of Meeting, Proxy Statement and Form of Proxy (collectively referred to as the “Meeting Material”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Material to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them.  Very often, Intermediaries will use service companies to forward the Meeting Material to Non-Registered Holders.  Generally, Non-Registered Holders who have not waived the right to receive the Meeting Material will either:

(a)

be given a Form of Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted to the number of shares beneficially owned by the Non-Registered Holder, but which is otherwise not complete.  Because the Intermediary has already signed the Form of Proxy, this Form of Proxy is not required to be signed by the Non-Registered Holder when submitting the proxy.  In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the Form of Proxy and deposit it with our registrar and transfer agent, Computershare Trust Company Inc., as provided above; or

(b)

more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy” or “authorization form”) which the Intermediary must follow.  Typically, the proxy authorization form will consist of a one page pre-printed form.  Sometimes, instead of the one page printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions that contains a removable label containing a bar-code and other information.  In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares that they beneficially own.  Should a Non-Registered Holder who receives one of the above forms wish to votecommon stock represented at the Meeting in person or by proxy is required for the Non-Registered Holder should strike out the namesapproval of the management designated proxy holders namedCompany’s Omnibus Equity Incentive Compensation Plan. Stockholders may vote in the form and insert the Non-Registered Holder’s name in the blank space provided (executed by the broker).  In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including when and where the proxyfavor or proxy authorization form isagainst this Proposal or they may abstain. Abstentions are deemed to be delivered.“votes cast” and will have the same effect as a vote against this Proposal. Broker non-votes are not deemed to be votes cast and, therefore, will have no effect on the vote with respect to this Proposal.

A revocationProposal Four – Say-on-Pay for Executive Compensation – Advisory Resolution: The vote to approve the compensation of our named executive officers (commonly known as a “say-on-pay” vote) is advisory and, therefore, not binding on the Company, the Compensation Committee or our Board of Directors. The affirmative vote of the holders of a Proxy does not affect any mattermajority of our common stock represented at the Meeting in person or by proxy is required for the non-binding advisory vote on whichexecutive compensation. Stockholders may vote in favor of or against the Proposal or they may abstain. Abstentions are deemed to be “votes cast” and will have the same effect as a vote hasagainst this Proposal. Broker non-votes are not deemed to be votes cast and, therefore, will have no effect on the vote with respect to this Proposal.

Stockholder Proposals

No proposals have been taken prior to the revocation.

FINANCIAL STATEMENTS

Our audited financial statements included in the Form 10-K Annual Reportsreceived from any stockholder for the years ended December 31, 2011, December 31, 2012 and December 31, 2013 will be presented to the shareholdersconsideration at the Meeting.

OtherMatters

It is not expected that any matters other than those referred to in this Proxy Statement will be brought before the Meeting. If other matters are properly presented, however, the persons named as proxyholders will vote in accordance with their best judgment on such matters. The grant of a proxy also will confer discretionary authority on the persons named as proxyholders to vote in accordance with their best judgment on matters incidental to the conduct of the Meeting.

No Rights of Appraisal

There are no rights of appraisal or similar rights of dissenters with respect to the matters that are the subject of this proxy solicitation under the laws of the State of Wyoming, our Articles of Incorporation or our Bylaws.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Proxy Statement, no director or executive officer who was a director or executive officer sinceNone of the beginning of our last financial year, each proposed nominee for election as a director, or any associate or affiliates of any such directors, executive officers or nominees,following persons has any materialsubstantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted uponon at the Meeting, other than elections to office:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of July 19, 2022, by:

The number of shares beneficially owned and the related percentages are based on 91,422,569 shares of common stock outstanding as of July 19, 2022.

For the purposes of the information provided below, Common Shares that may be issued upon the exercise or conversion of stock options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following July 19, 2022, when there were deemed to be 91,422,569 shares of common stock (“Common Shares”) of the Company outstanding and beneficially owned by the stockholders for the purpose of computing the number of Common Shares and percentage ownership of each holder are reported below, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

Notes:

ITEM1: ELECTION OF DIRECTORS

Election of Directors

Each of our directors is elected at the annual meeting of our stockholders and, upon the director’s election, will hold office until our next annual meeting or until his or her successor is elected and qualified.

The persons named in the enclosed form of proxy as proxyholders intend to vote for the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

We are authorizedthe nominees listed below as directors unless instructed otherwise, or unless a nominee is unable or unwilling to issue 500,000,000 shares of common stock.  Asserve as a director of the Record Date, determined by the Board to be the close of business on March 5, 2014, a total of 13,572,568 common shares were issued and outstanding. Each share carries the right to one vote at the Meeting.  

Only registered shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the knowledge of our directors and executive officers, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, common shares carrying more than 10% of the voting rights attached to our outstanding common shares.

ITEM 1:  NUMBER OF DIRECTORS

The board of directors has nominated and recommends FOR election of the five current directors for election at the Meeting.  We are proposing that the number of directors be determined at five for the ensuing year, subject to such increases as may be permitted by our Bylaws.  We currently have five directors.

The enclosed proxy will be voted FOR setting the number of directors at five unless otherwise indicated.  

ITEM 2:  ELECTION OF DIRECTORS

The enclosed proxy will be voted FOR the persons nominated unless otherwise indicated.  

If any of the nominees should be unable to serve or should decline to do so, the discretionary authority provided in the proxy will be exercised by the proxy holders to vote for a substitute or substitutes to be designated by the Board of Directors.  TheCompany. Our Board of Directors has no reason to believe that any substitute nominee is unable or nomineesunwilling to serve, but if a nominee should determine not to serve, the persons named in the form of proxy as proxyholders will have the discretion and intend to vote for another candidate that would be required.nominated by our Board of Directors.

EachThe affirmative vote of a plurality of the votes present in person or by proxy at the Meeting and entitled to vote on the election of directors is required for the election of each nominee electedas a director. Our constating documents do not provide for cumulative voting in the election of directors.

Nominees for Election as Directors

Anton J. Drescher, Fabrice Helliker, Maurice Loverso, Rowland Perkins, Tom Perovic and Ron Wages, each of whom is a current director have been nominated for election as directors. It is the intention of the persons named in the accompanying form of proxy as proxyholders to vote proxies for the election of each of these individuals as a director will hold office untiland each of the next annual meetingnominees has consented to being named in this Proxy Statement and to serve as a director, if elected.

Directors and Executive Officers

Our current directors and executive officers and their respective ages as of shareholders and until his successor is elected and qualified, or until his earlier death, resignation or retirement.  Set forth below for each nominee is his age and his position, if any, in our company.July 19, 2022, are as follows:

The information set forth below as to each nominee for director has been furnished to us by the respective nominee.

¹  Member of audit committee.

Note:

Rowland Perkins – President, Chief Executive Officer and Director

Mr. Perkins is currentlywas formerly the President and CEO& Chief Executive Officer of Globalworxebackup Inc. (2001-2015) (a private corporation), a digital cloud data service provider specializing in Computer Cloud Services.cloud services, data backup and business continuity. Mr. Perkins has over 3545 years of business experience and 2030 years of experience with various public companies. In addition, Mr. Perkins is a former director of severalone other publicly traded companies;trade company: Corvus Gold Inc.Inc, since August 2010 Oculus Visiontech Inc. since January 2005,to 2021. Mr. Perkins was also a former director of Xiana Mining Inc. since(TSXV) from 2011 to 2018, of International Tower Hill Mines Ltd. from 2005 to 2010, of Blue Rhino Capital Corp. in 2020 to 2021, and Strikepoint Gold Inc. since 2011.of Lamaska Capital Corp in 2020 to 2021. Mr. Perkins has a degree in Economics from the University of Manitoba (1972).Manitoba.

Anton J. Drescher - Chief Financial Officer, Secretary and Director

Mr. Drescher has been a Chartered Professional Accountant, Certified Management Accountant since 1981. He is currently involved with several public companies including as: a director (since 1991) of International Tower Hill Mines Ltd., a public mining company listed on the TSX and the NYSE-MKT; a director (since 1996) and Chief Financial Officer (since 2012) of Xiana Mining Inc., a public mineral exploration company listed on the TSXV/NEX; a director (since 2007) and the Chief Financial Officer of Oculus since December 1994.  DuringVisionTech Inc., a public company involved in watermarking of film and data listed on the past 5 years,TSXV and the OTC Bulletin Board; a director (since 2014) of CENTR Brands Corp., a public company listed on the CSE; a director (since 2020) of Zeb Nickle Corp. (formerly Blue Rhino Capital Corp.), a public company listed on the TSXV; a former director (2020-2021) of Lamaska Capital Corp., a public company listed on the TSXV. Mr. Drescher has provided administrativeis also the President (since 1979) of Westpoint Management Consultants Limited, a private company engaged in tax and accounting consulting services in his capacity asfor business reorganizations, and the President and a Director(since 1998) of Harbour Pacific Capital Corp. since 1998, a private company involved in regulatory filings for businesses in Canada.

Fabrice Helliker – Director

Mr. Helliker is currently an advisor to ComplyTrust Inc. (formerly OCL Technologies Corp.), and Westpoint Management Consultants Ltd.a long time executive and entrepreneur in the data protection and compliance market. He is currently the head of Vancouver, British Columbia, Canada since 1978.  Mr. Dreschera software engineering division responsible for data protection automation and orchestration solutions for Hitachi Vantara, where he joined in 2012 upon the acquisition of a company he co-founded, Cofio Software. He was also currently serves as a director and/or officerco-founder of BakBone Software, which was traded on the following public companies: International Tower Hill Mines Ltd. (ITH - TSX) since October 1991, Xiana Mining Inc. (XIA – TSX.V) since December 1998; Ravencrest Resources Inc. (RVT – CNSX) since April 2007, Trevali MiningToronto Exchange and later acquired by Quest Software Corp. (TV – TSX) since 2008 and Corvus Gold, Inc. (KOR – TSX) since August 2010.  Mr. Drescher obtained a Diploma in Financial Management from the British Columbia Institute of Technology in June 1974.  He also obtained his Certified Management Accountant's designation in October 1981.

Maurice Loverso – Director

Mr. Loverso has been an independent director of Oculus since May 2003. He has been President of 3336298 Canada Inc. since 1996, providing financial consultation services to small capital public and private companies and has been a director of Group Intercapital Inc. since 1996, assisting a small cap venture capital firm with financial advice.

Tom Perovic –Director–Director

Mr. Perovic has over 30 years of experience in high technology management, from research and development to high-level and top development and executive positions in businesses including automotive (visionindustry, in particular in developing and releasing autonomous driving AD Perception products , and ADAS (Advanced Driver Assistance Systems), based real time driver assistance applications),on AI - Machine/Deep learning models, for major OEMs, including Daimler, BMW, Toyota, Honda Ford and GM, electronics (embedded hardware, imaging/video processing based products), real-time automotive grade, functional safety compliant embedded software (real time,development, running on intelligent RTOS (Real Time Operating System), sensor fusion (camera, LiDAR, Radar, ultrasonic) data capture, and real-time processed by deep learning Neural Networks, Internet centric streaming video content - movie(movies) watermarking products for the entertainment industry, machine vision, 2D signal processing algorithms, IP based video communications),communications, PCB production/development equipment, professional video (TV broadcasting), Internet imaging, security video surveillance, contract manufacturing, material handling/logistics and production/distribution. He has been a co-founder, President and CTO of ASPRO Technologies, a digital security/surveillance technology start-up from 1992-2002, General Manager of Magna International Inc. since 2006,and Global Director of Engineering at Magna Electronics (Magna Vectrics) from 2002 to 2018 where he iswas responsible for restructuring since a takeover, P/L, development strategy, operational team building and leadership.leadership, and since 2018 till present Sr. Director, Toronto Automotive Center of Excellence (TACoE), LeddarTech Inc, LiDAR high technology company. He established TACoE AI based AD/ADAS/Perception division of LeddarTech from scratch, including building the scientific, engineering, and vehicle integration and quality teams, OPEX and CAPEX. Tom has been instrumental in several technology companies M&A process.

Ron Wages –Director–Director

Mr. Wages is an innovative and results-driven corporate professional with an impressive 2030 year record of success in delivering record profit growth and solid project performance in multiple markets worldwide. He is the Director, Transmission Project Controls at Duke Energy where he leads a team of project management professionals that manage a $9B portfolio of Transmission Capital Projects. Previously, he was the founder and has been Chief Executive Officer of Vagues Solid State Lighting, a manufacturer of LED based lighting, since January 2009  As Chief Executive Officer, he developed the business strategy and full business plan including sales goals, market research, expense budgets and P&L plan.  Previously, helighting. He was President and General Manager of MEMScAP Inc./JDS Uniphase, a public company in the semiconductors industry. He managed the day-to-day operations for sales, marketing, manufacturing, legal and finance. Mr. Wages has a B.S. in Electrical Engineering from the University of Maryland College Park and an MBA (Honors) from the University of Houston Executive MBA Program.

The Board of Directors has no reason to believe that any nominee will not serve if elected. If any nominee is unable to serve as a director, the shares represented by all valid proxies may be voted for the election for such other person(s) as the Board may

recommend, unless the Board chooses to reduce the number of directors serving on the Board. Proxies will be voted FOR each nominee unless the shareholderstockholder specifies otherwise.

The Board of Directors unanimously recommends a vote FOR the election of each of the nominees named in this Proxy Statement. Proxies solicited by the Board of Directors will be so voted unless shareholdersstockholders specify otherwise on the accompanying Proxy.

CorporateTerm of Office

All of our directors, when elected, hold office until the next annual meeting of our stockholders or until their successors are elected and qualified. Our officers are appointed by our Board of Directors and hold office until their successors are appointed and qualified.

Significant Employees

There are no significant employees of the Company other than our executive officers, however, our subsidiary, ComplyTrust Inc., formerly OCL Technologies Inc., (“ComplyTrust”), entered into an employment contract with Mike Johnson (age 65), who is the co-founder, President and a director of ComplyTrust, effective February 15, 2020, whereby Mr. Johnson provides product manager services for product development based on proprietary ideas developed by ComplyTrust. The term of the contract ends on February 1, 2022, or upon a mutually agreed upon date, agreed to in writing by ComplyTrust and Mr. Johnson. Mr. Johnson has been a director and officer of ComplyTrust since June 12, 2020. From March 2017 to February 2020, Mr. Johnson was a Business Development Director with the Archival Solutions Division at Sony Electronics where he provided clarity and thought-leadership for introduction of PetaByte-class enterprise storage solutions to the autonomous vehicle/IoT, big data and high-performance compute markets worldwide. Mr. Johnson obtained and undergraduate degree in Audio Engineering from SoundMaster Institute located in Hollywood, California in 1980, and obtained undergraduate degrees in Business and Computer Science from Fullerton College located in Fullerton, California in 1984.

Family Relationships

There is no family relationship between any of our executive officers or directors.

Involvement in Certain Legal Proceedings

Except as disclosed in this proxy statement, during the past ten years none of the following events have occurred with respect to any of our directors and officers:

Other than as set out below, there are no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse to us.

The British Columbia Securities Commission issued a cease trade order (“CTO”) against Xiana Mining Inc. (“Xiana”), a company of which Mr. Drescher is a director, on June 16, 2020 in connection with the late filing of Xiana’s annual audited financial statements, management’s discussion and analysis and officers’ certifications for the year ended December 31, 2019 (the “2019 Annual Filings”). The CTO was revoked on August 5, 2020 in connection with the completion of the 2019 Annual Filings.

On May 3, 2021, Xiana Mining Inc. applied for and was granted a management cease trade order (“MCTO”), a company of which Mr. Anton Drescher is a director and officer, for the Company’s failure to file audited financial statements, MD&A and certifications of annual filings for the financial year ended December 31, 2020. The required financial statements, MD&A and certifications have not yet been filed and in accordance with National Policy 12-203 Management Cease Trade Orders, the MCTO will remain in place until the annual filings are filed. Subsequently, the British Columbia Securities Commission issued a Cease Trade Order on August 3, 2021, which will remain in effect until the annual and interim filings are filed.

To the best of management’s knowledge, no proposed director of Oculus has, within 10 years before the date of this Proxy Statement, been a director or officer of any company that, while that person was acting in that capacity, (i) was the subject of a cease trade or similar order or an order that denied that person or company access to any exemption under securities legislation for a period of more than 30 consecutive days, or (ii) was subject to an event that resulted, after the director or officer ceased to be a director or officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.

Bankruptcies

To the best of management’s knowledge, no proposed director of Oculus has, within 10 years before the date of this Proxy Statement, been a director or officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Meetings of the Board of Directors

During fiscal 2012, theThe Company’s Board of Directors held a number offour (4) informal meetings and took action by unanimous written consent on four occasions.  DuringZoom during the fiscal 2013,year ended December 31, 2021 (“fiscal 2021”).

The Company does not have a formal policy with respect to director attendance at annual stockholders’ meetings; however, all directors are encouraged to attend. It is anticipated that two directors will attend the 2021 annual meeting of stockholders in person.

Board Independence

The Board of Directors held a numberhas determined that Maurice Loverso, Tom Perovic, Ron Wages and Fabrice Helliker each qualify as independent directors under the listing standards of informal meetings, and took action by unanimous written consent on four occasions.the NYSE American.

Board Committees

Audit Committee

The Audit Committee of the Board of Directors consists of Maurice Loverso, Anton J. Drescher and Ron Wages, who serves as Chairman. The Board of Directors had determined that each Audit Committee member has sufficient knowledge in financial and accounting matters to serve on the Committee and that Anton J. Drescher is an “audit“audit committee financial expert”expert” as defined by SEC rules.

The Audit Committee meets with our independent auditors at least quarterly to discuss the results of the annual audit or interim periodic reviews and to review the financial statements; appoints the independent auditors to be retained; oversees the independence of the independent accountants; evaluates the independent auditors’ performance; approves fees paid to independent auditors and receives and considers the independent auditors’ comments as to controls, adequacy of staff and management performance and procedures in connection with audit and financial controls. The Audit Committee met informally by telephone conference four times and signed four consent resolutions during each of fiscal 2012 and 2013.2021.

The Audit Committee is primarily concerned with the effectiveness of our audits by our internal audit staff and by our independent auditors. Its duties include: (1) recommending the selection of independent auditors; (2) reviewing the scope of the audit to be conducted by them, as well as the results of their audit; (3) reviewing the organization and scope of our internal system of audit and financial controls; (4) appraising our financial reporting activities (including our Proxy Statement and Annual Report) and the accounting standards and principles followed; and (5) examining other reviews relating to compliance by employees with important policies and applicable laws. The Audit Committee operates under a written Charter adopted by the Board of Directors, a copy of which is attached to this Proxy Statement as Schedule “A”.

Other Committees

The Board of Directors currently has no other committees.

Stockholder Communications

Certain Relationships and Related Party Transactions

Except as described herein, none of the following parties (each a “Related Party”) has had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

Related Party Transactions during the year ended December 31, 2021

In 2021 and 2020, we reimbursed Harbour Pacific Capital Corp., a company controlled by Anton J. Drescher, for expenses of $124,972 and $27,479, respectively. The Company also recorded share-based compensation of $151,261 (2020 - $132,210) for options vested to related parties during the years ended December 31, 2021 and 2020.

Related parties had cumulative advances of $26,425 and $135,738 at December 31, 2021 and 2020, respectively. During 2021 related parties were reimbursed advances of ($108,833) and had advanced to the Company $5,753 in 2020.

Our Board reviews any proposed transaction involving Related Parties and considers whether such transactions are fair and reasonable and in the Company’s best interests.

Code of Ethics

We have adopted a Code of Ethics and Corporate Disclosure Policy that applies to our directors, officers and employees and Corporate Governance Guidelines that applies to our directors and officers. A copy of the Code of Ethics, Corporate Disclosure Policy and Corporate Governance Guidelines are posted on our website athttp://www.usvo.com.www.ovtz.com. These documents are also available in print to any shareholderstockholder who requests a copy by sending a written request to our Corporate Secretary at #507, 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6.

Relationship with Our Independent AuditorsConflicts of Interest

The firmTo our knowledge, and other than as disclosed in this Proxy Statement, there are currently no known existing or potential conflicts of KWCO, PC was appointedinterest among us, our promoters, directors and officers, or other members of management, or any proposed director, officer or other member of management as our independent auditor on February 15, 2011.  Previously, John A. Braden, P.C. (the “Former Auditors”) served as our independent auditor fora result of their outside business interests, except that certain of the fiscal year ended December 31, 2009 through February 15, 2011.  The Board of Directors recommended KWCO, PC todirectors and officers serve as our independent auditors for the fiscal years ending December 31, 2012directors and December 31, 2013.officers of other companies and, therefore, it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

AUDIT COMMITTEE REPORT

The material in this report is not "soliciting material," is not deemed "filed"Compliance with the SEC, and is not to be incorporated by reference in any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Exchange Act”), whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.

The Audit CommitteeSection 16(a) of the Board assists the Board in carrying out its oversight responsibilities for our financial reporting process, audit process and internal controls.Exchange Act

The Audit Committee has reviewed and discussed our audited financial statements with management, which has primary responsibility for the financial statements. KWCO, our current independent auditors for our 2011, 2012 and 2013 audit, was responsible for expressing an opinion on the conformity of our audited financial statements with generally accepted accounting principles.

In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed in detail each of the financial statements for the years ended December 31, 2011, 2012 and 2013 with our management and with KWCO PC, our independent auditors. In addition, the Audit Committee has discussed with KWCO, PC the matters required to be discussed by Statement on Auditing Standards Number 61, Communication with Audit Committees, as modified or supplemented. The Audit Committee has received the written disclosures and the letter from KWCO PC required by Independence Standards Board Standard Number 1, Independence Discussions with Audit Committees, as modified or supplemented, and has discussed with the independent auditors their independence from our company and our management. The Audit Committee has also considered whether KWCO PC’s provision of non-audit services to us is compatible with the independence of such firm.

Members of the Audit Committee rely on the information provided to them and on the representations made to the Committee by management and our independent accountants without conducting independent verification of the accuracy of such information and representations. Accordingly, the Audit Committee's oversight does not ensure that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not ensure that any audit of our financial statements conducted by our internal and independent accountants has been carried out in accordance with generally accepted auditing standards, or that the financial statements are presented in accordance with generally accepted accounting principles.

Based on these reviews and discussions, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements be included in our Annual Reports on Form 10-Ks for each of the years ended December 31, 2011, for filing with the Commission.

Based on the Audit Committee's and management's assessment of the performance of KWCO PC during the audit of our financial statements for the fiscal years ending December 31, 2011, 2012 and 2013, the Audit Committee recommended to the Board that KWCO PC be engaged as our independent auditors for fiscal year 2014.

Respectfully submitted,

Anton J. Drescher

Maurice Loverso

Ron Wages

SECURITY OWNERSHIP OF DIRECTORS, OFFICERS,

AND CERTAIN BENEFICIAL OWNERS

The following table sets forth as of March 14, 2014, the number of our outstanding common shares beneficially owned by (i) each person known to us to beneficially own more than 5% of our outstanding common shares, (ii) each director, (iii) each Named Executive Officer, and (iv) all officers and directors as a group.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of theExchange Actrequires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of our company. Officers, directors and greater than ten percent stockholdersCopies of all filed reports are required by SEC regulation to furnishbe furnished to us with copies of all Section 16(a) forms they file.pursuant to Rule 16a-3 promulgated under the Exchange Act.

To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 furnished to us and written representations that no other reports were required, during the fiscal yearsyear ended December 31, 2011, 2012 and 2013,2021, our current officers, directors and 10% shareholdersstockholders complied with all Section 16(a) filing requirements applicable to them.

DIRECTOR AND EXECUTIVE COMPENSATION AND

OTHER TRANSACTIONS WITH MANAGEMENT

Compensation Discussion and Analysis

Overview of Compensation Program

We do not have a compensation committee. Our Board of Directors (the “Board”) is responsible for establishing, implementing and monitoring adherence with our compensation policy. The Board ensures that the total compensation paid to our directors, officers and employees is fair, reasonable and competitive.

During the financial yearsyear ended December 31, 2011, 2012 and 2013,2021, we had threetwo Named Executive Officers (“NEO”) being Rowland Perkins, our Chief Executive Officer (“CEO”) and President and Anton J. Drescher, our Chief Financial Officer (“CFO”) and Corporate Secretary and Edwin Molina, our former CEO and President.Secretary.

“Named Executive Officer” or “NEO” means: (a) each CEO, (b) each CFO, (c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year.

Employments Contracts

We do not have an employment contract with Mr. Perkins and Mr. Drescher. We have no obligation to provide any compensation to Mr. Perkins or Mr. Drescher in the event of their resignation, retirement or termination, or a change in control of our company, or a change in any NEO’s responsibilities following a change in control.

We may in the future create retirement, pension, profit sharing and medical reimbursement plans covering our NEOs and directors.

Compensation Committee Interlocks and Insider Participation

Decisions concerning the compensation of our NEOs are made by the Board. All members of the Board during fiscal 2011, 2012 and 20132021 participated in the Board’s deliberations concerning NEO compensation during each of the fiscal yearsyear ended December 31, 2011, 2012 and 2013.2021.

Board of Directors Report on Executive Compensation

The Board determines the compensation of our NEOs.

We intend to establish a compensation committee at such time as we are able to attract a sufficient number of outside directors to the Board. We are unable to state when we will be able to establish a formal compensation committee. Pending establishment of the committee, the entire Board will continue to be responsible for our executive compensation policy.

Compensation Philosophy

We must compete for, attract, develop, motivate and retain high quality executive management personnel. In order to do so, we intend to offer a package including a competitive salary and, on a discretionary basis, additional compensation in the form of stock options.

Cash Compensation

Our executive salary levels are intended to be consistent with competitive salary levels and job responsibilities and experience level of each executive, as well as our overall salary structure and financial condition. Salary changes reflect competitive and economic trends, our overall financial performance and the performance of the individual executive. Salaries are reviewed annually by the Board.

Stock Options

Stock options are designed to attract and retain executives who can make significant contributions to our success, reward executives for such contributions, give executives a long-term incentive to increase shareholderstockholder value, and align the interests of our executive officers with those of our shareholders.stockholders.

The Board has made, and expects to continue to make, grants of stock options to executive officers. Recipients of option grants, and the size of the grants, are determined based on several factors, including the responsibilities of the individual officers, their past and anticipated contributions to our success, our overall performance, and prior option grants.

Compensation of the CEO

In setting the compensation payable for fiscal 2011, 2012 and 20132021 to our NEOs, the Board generally considered the same factors described above, as well as our current financial condition. Given that we currently do not have any financial resources a decision was made to defer compensation to the NEOs until such time as we have sufficient funding. The Board intends that compensation to the NEOs will be competitive with compensation paid to executive officers of similar sized companies in our industry and to reward our NEOs for directing our efforts in initiating and expanding our streaming media business.

Benefits and Perquisites

Our NEOs do not receive any benefits or perquisites other than as disclosed herein.

IRS Limits on Deductibility of Compensation

We are subject to Section 162(m) of theInternal Revenue Code of 1986,, as amended, which limits the deductibility of certain compensation payments to our executive officers in excess of $1.0 million. No cash compensation was paid in fiscal 2011, 2012 or 20132021 to the CEO or any other executive officer. Section 162(m) also provides for certain exemptions to the limitations on deductibility, including compensation that is “performance-based”“performance-based” within the meaning of Section 162(m). Because we do not currently have a compensation committee comprised solely of outside directors, we currently cannot avail ourselves of the “performance-based”“performance-based” compensation exemption under Section 162(m).

TheMembers of the Board of Directors during fiscal 2011, 2012 and 2013 consisted of:2021 were:

Edwin Molina(resigned on December 30, 2011)

Anton J. Drescher

Fabrice Hilliker
Maurice Loverso

Rowland Perkins

Tom Perovic (effective December 30, 2011)

Ron Wages (effective December 30, 2011)

The following table sets forth compensation awarded to, earned by or paid to our NEOs.

(1)

Mr. Molina resigned as our CEO on December 30, 2011.

(2)

Mr. Perkins was appointed President and CEO on December 30, 2011

Incentive Plan Awards

Outstanding Share Based Awards and Option-Based Awards

There were no outstanding share-based and option-based awards grantedThe Company did not issue any stock options to purchase shares of our common stock to any of our NEOs during the financial yearsfiscal year ended December 31, 2011, 2012 and 2013, and that were outstanding as2021.

Outstanding Equity Awards Held by Named Executive Officers at December 31, 2013.Fiscal Year End

The following table sets forth certain information concerning exercisesas of stock options by the NEOs during the years ended December 31, 2011, 2012 and 2013 and stock options2021, relating to outstanding equity awards held by each NEO:

Outstanding Equity Awards at December 31, 2013.Year End

Stock Option Plan

The only plan pursuant to which we grant awards of any kind to our executive officers is our 2005 Stock Option Plan, as amended on June 29, 2007 (the “Amended Plan”).  The Amended Plan was approved by our shareholders and provides for the grant of stock options to directors, officers, consultants and key employees.

The Amended Plan assists us to accomplish the following:

Ÿ

to attract and retain the best available personnel for positions of responsibility within our company;

Ÿ

to provide additional incentives to employees, officers, directors and consultants of our company;

Ÿ

provide employees, directors and consultants of our company with an opportunity to acquire a proprietary interest in our company to encourage their continued provision of services to us;

Ÿ

to provide such persons with incentives and rewards for superior performance more directly linked to the profitability of our business and increases in shareholder value; and

Ÿ

aligning the interests of such persons with the interests of our shareholders generally.

Grants of Plan-Based Awards

We do not have any plan-based awards in place at this time.

Termination and Change of Control Benefits

We do not have written agreements for termination or change of control with any of our NEOs.  

Pension Benefits and Non-Qualified Defined Contribution and Other Non-Qualified Deferred Compensation Plans

We do not have a traditional defined benefit pension plan and does not provide pension benefits for our executive officers or for any of our other employees, and we do not have any non-qualified defined contribution plan or other non-qualified deferred compensation plan for our executive officers or for any of our other employees.

Compensation of Directors

We have no arrangements, standard or otherwise, pursuant to which directors are compensated by us for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this proxy statement, except as disclosed below.

During the fiscal years ended December 31, 2011, 2012 and 2013, a total of $75,000, $45,000 and $25,000, respectively, was paid for research and development costs, which work was carried out by Mr. Tom Perovic, through 4C Inc., a private company wholly-owned by the spouse of Tom Perovic.  Mr. Perovic was appointed as a director on December 30, 2011.

Performance Graph

The following graph compares our cumulative total shareholder returns with the cumulative total return for the last five years of (i) Russell 2500, and (ii) the Dow Jones - U.S. Technology, Software, Small Cap Index.  The graph shows the value of $100 invested at the closing price on December 31, 2013, in our common shares, the Dow Jones - U.S. Technology, Software, Small Cap Index and the Russell 2500, and assumes that all dividends are reinvested.

per share.  In January 2012, we issued 800,000 shares of common stock pursuant$26,425. During 2021, related parties were reimbursed advances made to the notes payable issued on December 1, 2011.  The total bonus interest is $117,948.  Bonus interest to related parties was $106,153 and to investors was $11,795.Company of ($108,833).

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We have adopted our 2011 Stock Option Plan on December 30, 2011 (the “Option Plan”).  As at December 31, 2013, the following2021 there were 9,142,247 securities had been authorized for issuance under the under the Company’s existing stock option plan dated effective August 28, 2020 (the “2020 Stock Option Plan”). Since the last financial year-end of December 31, 2021, as at July 19, 2022, the following securities were authorized for issuance under the 2020 Stock Option Plan:

TermsEquity Incentive Compensation Plan

On July 19, 2022 our Board of Directors adopted an Omnibus Equity Incentive Compensation Plan (the “Omnibus Plan”) to replace the 2020 Share Option Plan, subject to and effective upon the approval of stockholders at the 2022 annual meeting of stockholders. The Omnibus Plan provides flexibility to the Company to grant equity-based incentive awards (“Awards”) in the form of stock options (“Options”) and deferred share units, performance share units and restricted share units (collectively “Share Units”), described in detail below. All future grants of equity-based Awards will be made pursuant to, or as otherwise permitted by, the Omnibus Plan, and no further equity-based awards will be made pursuant to the Company’s prior 2020 Share Option Plan. The Omnibus Plan supersedes and replaces the Company’s 2020 Share Option Plan, dated as originally adopted by the Board of Directors on August 28, 2020, and ratified by the stockholders of the Company at the Company’s annual meeting held on November 23, 2020.

Administration

The purpose of the Omnibus Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock and cash-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.

The following is a summary of certain provisions of the Omnibus Plan. This summary is intended as a summary only and is qualified in its entirety by reference to the Omnibus Plan, which is attached as Schedule “C” to this Proxy Statement.

Summary of Material Terms

The Omnibus Plan, in respect of options to purchase shares of common stock (“Common Shares”), serves as the successor to the Company’s stock option plan adopted on August 28, 2020 (the “Original Stock Option Plan”), and no further options to purchase Common Shares have been or will be granted under the Original Stock Option Plan from and after the effective date of the Omnibus Plan.

The purposes of the Omnibus Plan is to: (i) provide the Company with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants; (ii) align the interests of eligible participants in the Omnibus Plan (“Participants”) with that of other Shareholders of the Company generally; and (iii) enable and encourage Participants to participate in the long-term growth of the Company through the acquisition of Common Shares as long-term investments.

The Omnibus Plan is administered by the Board and provides that the Board may, from time to time, in its discretion, and in accordance with TSXV requirements or any other stock exchange on which the Common Shares are listed (the “Exchange”), grant to eligible Participants, non-transferable awards (the “Awards”). Such Awards include stock options (“Options”), restricted share units (“RSUs”), deferred share units (“DSUs”) and performance share units (“PSUs”).

Under the Omnibus Plan, the maximum number of Directors.  Shares issuable at any time pursuant to outstanding Awards will be equal to: (a) 10% of the outstanding Common shares issued pursuant to Options; and (b) 9,142,257 issued pursuant to Share Units (which represents 10% of the outstanding Common Shares as of the date the Plan was approved by the Board), or such other number as may be approved by the Exchange and the shareholders of the Company from time to time. For so long as the Company is listed on the Exchange or on another exchange that requires the Company to fix the number of Common Shares to be issued pursuant to Share Units, the maximum number of Common Shares available for issuance pursuant to the settlement of RSUs, DSUs and PSUs together will be an aggregate of 9,142,257 Common Shares.

The Omnibus Plan is an “evergreen” plan, as Common Shares covered by Awards which have been exercised or settled, as applicable, and Awards which expire or are forfeited, cancelled or otherwise terminated or lapse for any reason without having been exercised, will be available for subsequent grant under the Omnibus Plan.

The maximum number of Common Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5% of the outstanding Common Shares, unless the Company obtains disinterested shareholder approval as required by the policies of the Exchange. The aggregate number of Common Shares for which Awards may be issued to any one consultant within any 12-month period shall not exceed 2% of the outstanding Common Shares, calculated on the date an Award is granted to the consultant. The aggregate number of Common Shares for which Options may be issued to any persons retained to provide Investor Relations Activities (as defined by the Exchange) within any 12-month period shall not exceed 2% of the outstanding Shares, calculated on the date an Option is granted to such persons.

Further, unless disinterested shareholder approval as required by the policies of the Exchange is obtained: (i) the maximum number of Common Shares for which Awards may be issued to insiders of the Company (as a group) at any point in time shall not exceed 10% of the outstanding Common Shares; and (ii) the aggregate number of Awards granted to insiders of the Company (as a group), within any 12-month period, shall not exceed 10% of the outstanding Common Shares, calculated at the date an Award is granted to any insider.

The Omnibus Plan provides for customary adjustments or substitutions, as applicable, in the number of Common Shares that may be issued under the Omnibus Plan in the event of a merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction.

In the event of an actual or potential Change of Control (as is defined in the Omnibus Plan) of the Company, the Board shall have discretion as to the treatment of DirectorsAwards, including whether to (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Awards; (ii) permit the conditional redemption or exercise of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards; and (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised prior to the successful completion of such Change of Control. If there is a Change of Control, any Awards held by a Participant shall automatically vest following such Change of Control, if the Participant is an employee, officer or a director and their employment, or officer or director position is terminated within 12 months following the Change of Control, provided that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the Exchange is either obtained or not required.

Neither the Awards nor the securities which may appointbe acquired pursuant to the exercise of the Awards have been registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) or under any securities law of any state of the United States of America and are considered “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act) and any Common Shares will be affixed with an applicable restrictive legend as set forth in the Award Agreement. Provisions of the Omnibus Plan relating to U.S. Taxpayers can be found in Article 17 of the Omnibus Plan, which is attached as Schedule “C” to this Proxy Statement.

Options

Subject to the terms and conditions of the Omnibus Plan, the Board may grant Options to Participants in such amounts and upon such terms (including the exercise price, duration of the Options, the number of Common Shares to which the Option pertains, and the conditions, if any, upon which an Option shall become vested and exercisable) as the Board shall determine.

The exercise price of the Options will be determined by the Board at the time any Option is granted. In no event will such exercise price be lower than the last closing price of the Common Shares on the Exchange less any discount permitted by the rules or policies of the Exchange at the time the Option is granted. Such price upon exercise of any Option shall be payable to the Company in full in cash, by certified cheque or by wire transfer, by a committeecashless exercise or a net exercise.

In connection with a cashless exercise, the Participant shall elect, on a notice of exercise, to receive a loan from a brokerage firm, which the Company has an arrangement with, to purchase the underlying Common Shares. Upon the sale by the brokerage firm of an equivalent number of Common Shares received from the exercise of the Options to repay the loan made to the Participant, the Participant shall elect to receive either the balance of the Common Shares following the sale or the cash proceeds from the balance of the Common Shares.

In connection with a net exercise, the Participant shall elect on a notice of exercise to receive an amount equal to the number of underlying Common Shares listed on the Exchange that is the equal to the quotient obtained by dividing: (a) the product of the number of Options being exercised multiplied by the difference between the five-day volume weighted average price of the underlying Common Shares so listed and the exercise price of the subject Options; by (b) the five-day volume weighted average price of the underlying Common Shares so listed; provided, however, that persons retained to provide investor relations activities shall not be permitted to exercise an Option using the net exercise method.

Unless otherwise specified in an Award agreement granting Options, Options shall vest subject to Exchange policies, and the Board may in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

Subject to any requirements of the Exchange, the Board may determine the expiry date of each Option. Subject to a limited extension if an Option expires during a black out period, Options may be exercised for a period of up to ten years after the grant date, provided that: (i) upon a Participant’s termination for cause, all Options, whether vested or not, as at the date on which a Participant ceases to be eligible to participate under the Omnibus Plan(the “Termination Date”) as a result of termination of employment, will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested Options as at the Termination Date shall automatically and immediately vest, and all vested Options will continue to be subject to the Omnibus Plan and be exercisable for a period of 12 months after the Termination Date; (iii) in the case of the disability of a Participant, all Options shall remain and continue to vest (and are exercisable) in accordance with the terms of the Omnibus Plan for a period of 12 months after the Termination Date, provided that any Options that have not been exercised (whether vested or not) within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such Options, to determine whether to accelerate the vesting of such Options, cancel such Options with or without payment and determine how long, if at all, such Options may remain outstanding following the Termination Date, provided, however, that in no event shall such Options be exercisable for more than 12 months after the Termination Date; and; (v) in all other cases where a Participant ceases to be eligible under the Omnibus Plan, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board, all unvested Options shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested Options will continue to be subject to the Omnibus Plan and be exercisable for a period of 90 days after the Termination Date.

RSUs

Subject to the terms and conditions of the Omnibus Plan, the Board may grant RSUs to Participants in such amounts and upon such terms (including time-based restrictions on vesting, restrictions under applicable laws or under the requirements of the Exchange) as the Board shall determine.

No RSU may vest before one year following the date it is granted or issued. The vesting of RSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the Omnibus Plan in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction.

Unless otherwise specified in an Award agreement granting RSUs, RSUs shall vest at the discretion of the Board, subject to the policies of Directors (the “Committee”) comprisedthe Exchange, provided that, and subject to the Board’s discretion: (i) upon a Participant’s termination for cause, all RSUs, whether vested (if not yet paid out) or not as at the Termination Date will automatically and immediately expire and be forfeited; (ii) upon the death of twoa Participant, all unvested RSUs as at the Termination Date shall automatically and immediately vest and be paid out; (iii) in the case of the disability of a Participant, all RSUs shall remain and continue to vest in accordance with the terms of the Omnibus Plan for a period of 12 months after the Termination Date, provided that any RSUs that have not been vested within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such RSUs, to determine whether to cancel such RSUs with or without payment and determine how long, if at all, such RSUs may remain outstanding following the Termination Date, provided, however, that in no event shall such RSUs be exercisable for more than 12 months after the Termination Date; and (v) in all other cases where a Participant ceases to be eligible under the Omnibus Plan, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board, all unvested RSUs shall automatically and immediately expire and be forfeited as of directors, each of whomthe Termination Date, and all vested RSUs will be paid out in accordance with the Omnibus Plan.

When and if RSUs become payable, the Participant issued such RSUs shall be entitled to receive payment from the Company in settlement of such RSU: (i) in a “Non-Employee Director” withinnumber of Common Shares (issued from treasury) equal to the meaningnumber of Rule 16b-3RSUs being settled, or (ii) in any other form, all as determined by the Board at its sole discretion. The Board’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award agreement for the grant of the RSUs.

Participants holding RSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.

DSUs

Subject to the terms and conditions of the Omnibus Plan, the Board may grant DSUs to Participants in such amounts and upon such terms (including the requirement that Participants pay a stipulated purchase price for each DSU, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under theExchange Act, and an “Outside Director” within the meaning of Section 162(m) requirements of the Code,Exchange, or holding or sale restrictions placed on the Common Shares by the Company upon vesting of such DSUs) as the Board shall determine.

When and if DSUs become payable, the Participant issued such DSUs shall be entitled to administerreceive payment from the Option Plan.  Company in settlement of such DSU: (i) in a number of Common Shares (issued from treasury) equal to the number of DSUs being settled, or (ii) in any other form, all as determined by the Board at its sole discretion. The Board’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award agreement for the grant of the DSUs. Participants holding DSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.

The extent to which a Participant shall have the right to retain DSUs following termination of the Participant’s employment or other relationship with the Company, shall be set out in each DSU award agreement and determined in the sole discretion of the Board, and need not be uniform among all DSUs issued pursuant to the Omnibus Plan, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with the applicable rules of the Exchange.

No DSU may vest before one year following the date it is granted or issued. The vesting of DSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the Omnibus Plan in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction, provided, however, that in the event that a Participant ceases to be an eligible Participant under the Omnibus Plan, no DSU granted to that Participant shall remain outstanding for a period of more than 12 months following the Termination Date, provided that any DSUs that have not been settled within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date.

Performance Awards

Subject to the terms and conditions of the Omnibus Plan, the Board may grant PSUs to Participants in such amounts and upon such terms (including the performance criteria applicable to such PSUs) as the Board shall determine. Each PSU shall have an initial value equal to the fair market value of a Common Share on the date of grant. After the applicable performance period has ended, the holder of a PSU shall be entitled to receive payout on the value and number of PSUs, determined as a function of the extent to which the corresponding performance criteria have been achieved.

Subject to the terms of the OptionOmnibus Plan, the Board, in its sole discretion, may pay earned PSUs in the form of Directors ora number of Common Shares issued from treasury equal to the Committeenumber of earned PSUs at the end of the applicable performance period. Any Common Shares may determine and designate those employees, directors and consultants to whom options should be granted andsubject to any restrictions deemed appropriate by the nature and termsBoard.

Participants holding PSUs may, if the Board so determines, be credited with dividends paid with respect of the options to be granted.

Eligibility

All of our employees, including our executive officers and directors whounderlying Common Shares or dividend equivalents while they are also employees, are eligible to participateso held in the Option Plan.  Additionally, directors who are not employees, as well as our consultants and advisers, are eligible to receive options under the Option Plan, except that such persons may only receive non-qualified options.

Exercise of Stock Options

The exercise price per share for each option granted under the Option Plan shall bea manner determined by the Board of Directors orin its sole discretion.

The extent to which a Participant shall have the Committee, subjectright to the policiesretain PSUs following termination of the TSX Venture Exchange (the “TSX.V”).  The price is payable in cash.

Subject to earlier termination upon termination of employment and the incentive stock option limitations as provided in the Option Plan, each option shall expire on the date specified by the Board of Directors or the Committee, which shall be no later than five years from the date of grant for grants to 10% shareholders and ten years for all other options.  

The options will either be fully exercisable on the date of grant or shall be exercisable thereafter in such installments as the Board of Directors or Committee may specify.  Upon termination ofParticipant’s employment or other servicerelationship with the Company, shall be set out in each PSU award agreement and determined in the sole discretion of the Board, and need not be uniform among all PSUs issued pursuant to the Omnibus Plan, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with the applicable rules of the Exchange.

No PSU may vest before one year following the date it is granted or issued. The vesting of PSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an option holder,eligible participant under the Omnibus Plan in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction, provided, however, that in the event that a Participant ceases to be an option may only be exercisedeligible Participant under the Omnibus Plan, no PSU granted to that Participant shall remain outstanding for a period of threemore than 12 months following the Termination Date, provided that any PSUs that have not been settled within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date.

A copy of the Omnibus Plan will be available for inspection at the Meeting. SEE ITEM 3. APPROVAL OF OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN below.

Pension Plan Benefits

We have no pension plans that provide for payments or benefits at, following or in the case of termination dueconnection with retirement.

Director Compensation

We do not currently provide any compensation to disability or death,our directors in their capacity as such. As a period of 12 months.

Transferability

Options granted under the Option Plan may not be transferred except by will or the laws of the descent and distribution and, during his or her lifetime, options may be exercised only by the optionee.

Certain Adjustments

In the event of any change in the number or kindresult, none of our outstanding common shares by reason of a stock dividend, stock split, recapitalization, combination, subdivision, rights issuance or other similar corporate change, the Board of the Committee shall make such adjustmentdirectors received any cash compensation in the number of common shares that may be issued under the Option Plan, and the number of common shares subject to, and the exercise price of, each then-outstanding option, as it, in its sole discretion, deems appropriate.any form during our most recently completed financial year.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of our current or former directors, executive officers, employees, the proposed nominees for election to the Board, or their respective associates or affiliates, are or have been indebted to our company since the beginning of our last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, no:

(a)

director or executive officer of Oculus;

(b)

person or company who beneficially owns, directly or indirectly, common shares or who exercises control or direction of common shares, or a combination of both carrying more than 10% of the voting rights attached to the common shares outstanding (an “Insider”);

(c)

director or executive officer of an Insider; or

(d)

associate or affiliate of any of the directors, executive officers or Insiders,

has had any material interest, direct or indirect, in any transaction since the commencement of our most recently completed financial year or in any proposed transaction which has materially affected or would materially affect our company, except with an interest arising from the ownership of common shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of common shares.

MANAGEMENT CONTRACTS

Our management functions are not, to any substantial degree, performed by a person or persons other than our directors or senior officers, other than as disclosed herein.

CORPORATE GOVERNANCE

Pursuant to National PolicyInstrument 58-101 - Disclosure of Corporate Governance Practices, (“NI 58-101”) of the Canadian Securities Administrators, we are required to disclose certain corporate governance information as set out in Form 58-101F1Corporate Governance Disclosure (“Form 58-101F1”). of NI 58-101. A description of our approach to corporate governance, together with a completed Form 58-101F1, is set out in Schedule “B” to this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”

THE ELECTION OF THE DIRECTOR NOMINEES SET FORTH ABOVE

ITEM 3:2: RATIFICATION AND APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTANTS

Davidson & Company LLP, Chartered Professional Accountants, (“Davidson & Company LLP”) of 1200 – 609 Granville Street, Vancouver, British Columbia V7Y 1G5, have been selected as the independent registered public accountants of the Company for the fiscal year ending December 31, 2022. Davidson & Company LLP audited the Company’s financial statements for the fiscal year ended December 31, 2021.

The firm

Representatives of Davidson & Company LLP will not be present at the Meeting.

On December 9, 2021, our Board of Directors as well as our Audit Committee approved and authorized the dismissal of KWCO PC, Certified Public Accountants, (“KWCO”) was appointed byas its independent registered public accounting firm. On the same date, our Board of Directors to serveas well as our Audit Committee approved and authorized the engagement of Davidson & Company LLP, as the Company’s new independent auditorspublic accounting firm.

KWCO’s report on our financial statements dated March 15, 2021, for the 2011, 2012 and 2013most recent fiscal years.  

During our fiscal yearsyear ended December 31, 2012, 20122020 contained an explanatory paragraph as to the Company’s ability to continue to be a going concern as to critical audit matters.

Other than the going concern, uncertainty and 2013,critical audit matters described above, KWCO’s report did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

In connection with the audit of our financial statements for the fiscal year ended December 31, 2020, and in the subsequent interim period through the effective date of dismissal on December 9, 2021, there were no disagreements, resolved or not, with KWCO on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KWCO would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such year.

During the Company’s fiscal year ended December 31, 2020 and the period subsequent to suchthrough the effective date andof dismissal of KWCO on December 9, 2021, there were no reportable events as described in Item 304(a)(1)(v) of Regulation SK.

We provided KWCO with a copy of our current report on Form 8-K prior to engagingits filing with the Securities and Exchange Commission on November 30, 2021, and requested that KWCO furnish us with a letter addressed to the Securities and Exchange Commission stating whether KWCO agrees with the statements made in such current report on Form 8K, and if not, stating the aspects with which it does not agree. The letter from KWCO, dated December 13, 2021, is filed as Exhibit 16.1 to our current report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2021.

During the two most recent fiscal years and the subsequent interim period through the effective date of appointment of Davidson & Company LLP on December 9, 2021, we havehad not, nor had any person on our behalf, consulted KWCO with respect toDavidson & Company LLP regarding either the application of accounting principles to a specificspecified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements;statements, nor had Davidson & Company LLP provided to us a written report or oral advice regarding such principles or audit opinion on any disagreements with KWCO (of which there were none), or reportable events,matter that was the subject of a disagreement as defined or describedset forth in ItemsItem 304(a)(2)(i) or (ii)(1)(iv) of Regulation S-K.  SK or a reportable event as set forth in Item 304(a)(1)(v) of Regulation SK with our former independent registered public accounting firm.

In the event ratification by the stockholders of the appointment of Davidson & Company LLP as the Company’s independent registered public accountants is not obtained, our Board of Directors will reconsider such appointment.

Audit Fees

Audit and Non-Audit Fees

The following table presents fees for the professional audit services rendered Davidson & Company LLP and former auditor, KWCO for the audit of our annual financial statements for the years ended December 31, 2011, 20122021 and 2013, r, and2020.

All of the members of our audit committee are independent, as that term is defined in NI 52-110, except for Anton J. Drescher, who is the Corporate Secretary and Chief Financial Officer.Officer of the Company.

Relevant Education and Experience

NI 52-110 provides that an individual is “financially literate” if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by a company’s financial statements. While Maurice Loverso does not meet the criteria of “financially literate”, both Ron Wages and Anton J. Drescher are considered financially literate. Collectively, they have many years of practical business experience, have served as a director of public companies and have experience reviewing financial statements of public companies. The following sets out the education and experience of Rowland Perkins and Anton J. Drescher that is relevant to the performance of their responsibilities as audit committee members.

Anton J.Mr. Drescherprovides administrative and consulting services in his capacity as President and has been a Chartered Professional Accountant, Certified Management Accountant since 1981. He is currently involved with several public companies including as: a director (since 1991) of International Tower Hill Mines Ltd., a public mining company listed on the TSX and the NYSE American; a director (since 1996) and Chief Financial Officer (since 2012) of Xiana Mining Inc., a public mineral exploration company listed on the TSXV; a director (since 2007) and the Chief Financial Officer of Oculus VisionTech Inc., a public company involved in watermarking of film and data listed on the TSXV and posted for trading on the OTCQB operated by the OTC Markets Group Inc.; a director (since 2014) of CENTR Brands Corp., a public company listed on the CSE; a director (since 2020) of Blue Rhino Capital Corp., a public company listed on the TSXV; a director (since 2020) of Lamaska Capital Corp., a public company listed on the TSXV. Mr. Drescher is also the President (since 1979) of Westpoint Management Consultants Limited, a private company engaged in tax and accounting consulting for business reorganizations, and the President (since 1998) of Harbour Pacific Capital Corp. since 1998 and Westpoint Management Consultants Ltd. of Vancouver, British Columbia, Canada since 1978.  Mr. Drescher also currently serves as a director and/or officer of the following TSX listed companies: International Tower Hill Mines Ltd. since October 1991, Trevali Resources Corp. since 2008 and Corvus Gold, Inc. since August 2010.  He also serves as a director of Ravencrest Resources Inc., a CNSX listedprivate company since April 2007involved in regulatory filings for businesses in Canada.

Mr. Wages is an innovative and as a directorresults-driven corporate professional with an impressive 20 year record of Dorato Resources Inc., a TSX.V listed company, since December 1998.  Mr. Drescher obtained a Diplomasuccess in Financial Management fromdelivering record profit growth in multiple markets worldwide. He is the British Columbia Institute of Technology in June 1974.  He also obtained his Certified Management Accountant's designation in October 1981.

Ron Wages is founder and has been Chief Executive Officer of Vagues Solid State Lighting, a manufacturer of LED based lighting, since January 20092009. As Chief Executive Officer, he developed the business strategy and full business plan including sales goals, market research, expense budgets and P&L plan. Previously, he was President and General Manager of MEMScAP Inc./JDS Uniphase, a public company in the semiconductors industry. He managed the day-to-day operations for sales, marketing, manufacturing, legal and finance. Mr. Wages has a B.S. in Electrical Engineering from the University of Maryland College Park and an MBA (Honors) from the University of Houston Executive MBA Program.

Audit Committee Oversight

Since the commencement of our most recently completed fiscal year, our Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by our Board.

Reliance on Certain Exemptions

Since the commencement of our most recently completed financial year and the effective date of NI 52-110, we have not relied on the exemptions contained in sections 2.4 or 8 of NI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditors, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total amount of fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110, in whole or in part.

Pre-Approval Policies and Procedures

Our audit committee has adopted specific policies and procedures for the engagement of non-audit services which is set out in the Audit Committee Charter attached to this Circular as Schedule “A” to this Proxy Statement in the section entitled “Independent Auditor”.

Exemption

We are relying on the exemption provided by Part 6.1 of NI 52-110 for Venture Issuers“venture issuers” which allows for an exemption from Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110 and allows for the short form of disclosure of audit committee procedures set out in Form 52-110F2 and disclosed in this Circular.Proxy Statement.

ITEM 4:   ADOPTION3: APPROVAL OF STOCK OPTIONOMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

Introduction

At the Meeting therethe Board of Directors will be presented to Shareholders a proposal to approveseek stockholder approval of the adoption of our Stock Option (the "OptionOmnibus Plan").  The Option Plan was originally adopted by the Board of Directors on March 12, 2014.July 19, 2022. The Omnibus Plan replaces the Company’s 2020 Share Option Plan, authorizes the issuance of up to 1,250,000 of our common shares, subject to adjustment under certain circumstances, pursuant to exercise of options to be granted under the Option Plan.  The stock subject to options under the Option Plan will be authorized but unissued common shares, including shares issuable under options that terminate without being exercised in whole or in part.  The Option Plan provides for the issuance of both incentive stock options and non-qualified options as those terms are defined in the Internal Revenue Code of 1986, as amended (the "Code").  Under the Code, for stock options to qualify as incentive stock options, the plan under which the options are issued must be approved by our shareholders within twelve monthsstockholders at the Company’s annual meeting held on November 23, 2020.

The summary of the adoptionkey terms of the OptionOmnibus Plan by the Board of Directors.  If the Option Planset out above is not approved by the shareholders, the Option Plan will continue to be in effect; however, only non-qualified options may be issued under it.

The Option Plan is intended to promote the interests of our companycomplete and our shareholders by providing incentives to employees, directors and consultants, on whose judgment, initiative, and efforts the successful conduct of our business depends.  These persons are responsible for the management, growth, and protection of our business, and the Option Plan provides these individuals with appropriate incentives and rewards to encourage them to maximize their performance and efforts for our company.

Adoption of the Option Plan is also subject to approval by the TSX.V.  We will be submitting the Option Plan to the TSX.V and anticipate it will be approved.  If the TSX.V should require any amendment to the Option Plan, the Board of Directors will make such amendment without shareholder approval to the extent it may do so under the Option Plan.  If shareholder approval is required for any such amendment, the Board of Directors will either submit the Option Plan, as amended, for a vote of the shareholders as soon as reasonably practicable, or will discontinue the Option Plan.

On March 12, 2014, the closing bid price for the common shares on the OTC Bulletin Board was $0.102 per share.

A copy of the full text of the Option Plan may be requested by submitting a request to Oculus VisionTech Inc., #507, 837 West Hastings Street, Vancouver, BC, V6C 3N6, Attention:  Corporate Secretary.  The principal features of the Option Plan are summarized below, but the summary is qualified in its entirety by reference to the full textOmnibus Plan, a copy of which is attached as Schedule “C” to this Proxy Statement and filed under the Company’s SEDAR profile at www.sedar.com and under the Company’s EDGAR profile at www.sec.gov. The Omnibus Plan will also be available for inspection at the Meeting.

Resolution for Stockholder Approval of Omnibus Plan

Accordingly, the Company is asking our stockholders to indicate their support for the ratification and approval of the Option Plan.Omnibus Plan as described in this Proxy Statement by voting “FOR” the following resolution at the Meeting:

Administration“RESOLVED that the Company’s Omnibus Plan, dated for reference July 19, 2022 and substantially in the form attached as Schedule “C” to the Company’s Schedule 14A Proxy Statement dated July 22, 2022, be and is hereby ratified and approved, subject to the approval of the TSX Venture Exchange, until the next annual meeting of stockholders.”

In order to be effective, the Omnibus Plan Resolution must be approved by a majority of the votes cast in person or by proxy at the Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE OMNIBUS PLAN RESOLUTION.

ITEM4: NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, we are providing the Company’s stockholders with the opportunity to vote on a non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers as described in this Proxy Statement in accordance with the SEC’s compensation disclosure rules. This Item 4, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific Named Executive Officer, but rather the overall compensation of all of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement.

Our Board of Directors has determined to hold such votes every two years until the next vote on the frequency of say-on-pay votes. Accordingly, the next say-on-pay votes will be held at the Company’s annual meeting of stockholders to be held in 2024.

The Option Plan will be administered bysay-on-pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee, if any, or our Board of Directors. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee, if any, or our Board of Directors will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board of Directors values the opinions of our stockholders and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, we may appoint a committee ofcommunicate directly with stockholders to better understand the concerns that influenced the vote, but in all events we will consider our stockholders’ concerns and will share them with the Board of Directors, (the "Committee") comprised of two or more directors, each of whomwhich will be a "Non-Employee Director" within the meaning of Rule 16b-3 under theSecurities Exchange Act of 1934, as amended, and an "Outside Director" within the meaning of Section 162(m) of the Code,evaluate whether any actions are necessary to administer the Option Plan.  Subject to the terms of the Option Plan, the Board of Directors or the Committee may determine and designateaddress those employees, directors and consultants to whom options should be granted and the nature and terms of the options to be granted.concerns.

Eligibility

All employees, including its executive officers and directors who are also employees, are eligible to participate in the Option Plan.  Additionally, directors who are not employees, as well as consultants and advisers, are eligible to receive options under the Option Plan, except that such persons may only receive non-qualified options.

Exercise of Stock Options

The exercise price per share for each option granted under the Option Plan shall be determined by the Board of Directors or the Committee.  However, the exercise price per share of each incentive stock option granted under the Option Plan shall not be less than the fair market value of the common shares on the date of the grant for incentive stock options; and 110% of the fair market value of the common shares for each incentive stock option granted to an individual owning more than 10% of the total combined voting power of all classes of stock ("10% Shareholders"). In addition, because our shares are traded on the TSX.V, the exercise price of options granted under the Option Plan may not be less than the minimum price permitted under TSX.V policies, which is generally the market price at the close of trading on the day immediately preceding the day the options are granted, subject to certain allowable discounts. The price is payable in cash.

Subject to earlier termination upon termination of employment and the incentive stock option limitations as provided in the Option Plan, each option shall expire on the date specified by the Board of Directors or the Committee, which shall be no later than five years from the date of grant for grants to 10% Shareholders and ten years for all other options.  

The options will either be fully exercisable on the date of grant or shall be exercisable thereafter in such installments as the Board of Directors or Committee may specify.  Upon termination of employment or other service of an option holder, an option may only be exercised for a period of three months or, in the case of termination due to disability or death, a period of 12 months.

Change in Control

If we were to be consolidated with or acquired by another entity in a merger, or there is to be a sale of all or substantially allkey points of our assets or stock, the Board of Directors may either by agreement or by action taken before the triggering transaction (i) provide in any agreement with the surviving, new or acquiring company to grant options to the optionees to replace options granted under the Option Plan, (ii) make unvested options immediately exercisable, or (iii) take such other action as it determines may be reasonable under the circumstances in order to permit optionees to realize the value of the rights granted to them under the Option Plan.

Transferability

Options granted under the Option Plan may not be transferred except by will or the laws of the descent and distribution and, during his or her lifetime, options may be exercised only by the optionee.

Certain Adjustments

In the event of any change in the number or kind of our outstanding common shares by reason of a stock dividend, stock split, recapitalization, combination, subdivision, rights issuance or other similar corporate change, the Board of the Committee shall make such adjustment in the number of common shares that may be issued under the Option Plan, and the number of common shares subject to, and the exercise price of, each then-outstanding option, as it, in its sole discretion, deems appropriate.

Amendment or Discontinuance

The Board may amend or discontinue the Option Plan, provided that no amendment may, without an optionee's consent, materially and adversely effect any rights under any option previously granted to the optionee under the Option Plan.  Additionally, the approval of our shareholders is required for any amendment that would:

·

increase or decrease the number of common shares that may be issued under the Option Plan; or

·

materially modify the requirements as to eligibility for participation  in the Option Plan.

Tax Treatment of Options

Incentive stock options granted under the Option Planexecutive compensation program are intended to be qualified incentive stock options under the provisions of Section 422 of the Code.  All other options granted under the Option Plan are non-qualified options not entitled to special tax treatment under Section 422 of the Code.  Generally, the grant of an incentive stock option will not result in taxable income for income tax purposes to the optionee at the time of the grant, and we will not be entitled to an income tax deduction at such time.  Generally, the grant of non-qualified options will not result in taxable income to the optionee at the time of the grant and we will not be entitled to an income tax deduction at such time.

When incentive stock options granted under the Option Plan are exercised, the optionee will not be treated as receiving any taxable income, and we will not be entitled to an income tax deduction. However, the excess of the fair market value of the shares acquired over the option exercise price is an item of adjustment in computing the alternative minimum tax of the optionee.  Upon the exercise of a non-qualified option, an optionee will recognize ordinary income in an amount equal to the excess of the fair market value of the underlying shares of our common stock at the time of exercise over the exercise price.  Thus, the optionee will have to pay taxes at the time a non-qualified option is exercised even though the shares received upon exercise might not be sold until a later taxable year.  For employees (including officers and directors who are considered employees for purposes of the withholding provisions of the Code), the income recognized on the exercise of a non-qualified option is subject to withholding of income tax under Section 3402(a) of the Code.

We will receive an income tax deduction for the amount of ordinary income recognized by the optionee at the time and in the amount that the optionee recognizes such income to the extent permitted by Section 162(m) of the Code and provided that (i) such income constitutes reasonable compensation and is otherwise deductible under the Code and (ii) our U.S. federal income tax withholding obligations with respect to such income are satisfied.

An optionee's tax basis in the shares received upon exercise of an incentive stock option will be equal to the exercise price paid by the optionee for such shares.  An optionee's tax basis in the shares received upon the exercise of a non-qualified option will be equal to the sum of (i) the exercise price paid by the optionee for such shares and (ii) the amount that the optionee is required to include in gross income upon exercising the non-qualified option.  Upon the later disposition of the shares received upon exercise of an option, any differences between the tax basis of the shares and the amount realized on the disposition is generally treated as long-term or short-term capital gain or loss, depending on the holding period of the common shares. Nevertheless, if the shares subject to an incentive stock option are disposed of before the expiration of two years from the date of grant and one year from the date of exercise, the optionee will realize ordinary income on an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option price (or, if less, the excess of the amount realized upon disposition over the option price) and we will receive a corresponding income tax deduction.

In order for an optionee to receive the favorable tax treatment for incentive stock options, certain requirements set forth in Section 422the “Director and Executive Compensation and Other Transactions with Management” section of this Proxy Statement.

Stockholder Approval of Say-on-Pay Resolution

We believe that the information provided above and within the Director and Executive Compensation and Other Transactions with Management section of this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, the Company is asking our stockholders to indicate their support for our Named Executive Officer compensation as described in this Proxy Statement by voting “FOR” the following resolution at the Meeting:

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the Code must be met.  For example,Named Executive Officers as disclosed in the optionee must be an officer or employee at all times within the period beginning on the date of grant of the option and ending on a date within three months before the date of exercise.  In addition, the aggregate fair market value (determined at the time of grant) of the shares for which incentive stock options are exercisableCompany’s Proxy Statement for the first time by2022 Annual Meeting of Stockholders.”

Adoption of this resolution will require the optionee in any calendar year under all relevant plans of our company (and certain affiliates) cannot exceed $100,000.

The description above is intended to summarize the general principles of current federal income tax law applicable to options that may be granted under the Option Plan.  The tax consequences of awards made under the Option Plan are complex, subject to change, and may vary depending on the taxpayer's particular circumstances. Additionally, the grant and exercise of options under the Option Plan to persons outside the United States may be taxed on a different basis.

Required Vote

The affirmative vote of a majority of the shares present or represented by proxy at the Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes castagainst this Item 4. Brokers and other nominee holders do not have discretion to vote uninstructed shares with respect to this Item 4. Accordingly, if brokers or other nominee holders do not receive voting instructions from beneficial owners of the shares, they will not be able to vote the shares and broker non-votes may occur with respect to this Item 4. However, broker non-votes will not affect the outcome of the voting on this Item 4 because it requires the affirmative vote of a majority of the shares present or represented by proxy at the Meeting is required(as opposed to a majority of the shares outstanding).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

FUTURE STOCKHOLDER PROPOSALS

Stockholders who intend to submit a proposal for the adoptionannual meeting of stockholders to be held in 2023 and desire that such proposal be included in the Option Plan.

The Board of Directors unanimously recommends a vote FORproxy materials for such meeting must follow the adoption of the Stock Option Plan.

REQUIREMENTS, INCLUDING DEADLINES, FOR

SUBMISSION OF PROXY PROPOSAL, NOMINATION OF DIRECTORS

AND OTHER BUSINESS OF SHAREHOLDERS

Under the rules of the SEC, if a shareholder wants us to include a proposal in our Proxy Statement and Form of Proxy for presentation at our 2015 Annual Meeting of Shareholders, the proposal must be receivedprocedures prescribed by us, Attention: Mr. Anton J. Drescher, Secretary, at our principal executive offices no later thanNovember 25, 2014and all the other conditions of Rule 14a-8 under theExchange ActAct. To be eligible for inclusion in the proxy materials, stockholder proposals must be satisfied, forreceived at either of the Company’s principal offices by the Corporate Secretary of the Company no later than April 7, 2023. Upon receipt of such proposalsa proposal, the Company will determine whether or not to be includedinclude the proposal in oursuch proxy statement and form of proxy relatingin accordance with applicable law.

A stockholder that wishes to that meeting.

In addition,present a proposal at the proxy solicited by the Board of Directors for the 2015next annual meeting of shareholdersstockholders to be held in 2023 must submit such proposal to the Company on or before May 19, 2023, or management will conferhave discretionary authority to vote onproxies received for such meeting with respect to any shareholder proposal presented at that meeting, unless wesuch proposal.

WHERE YOU CAN FIND MORE INFORMATION

We are provided with notice of such proposal no later thanFebruary 8, 2015.

The Board is not aware of any matters that are expectedsubject to come before the annual and special meeting other than those referred to in this Proxy Statement.  If any other matter should come before the annual and special meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment.

The chairmaninformational requirements of the meeting may refuse to allow the transaction of any business not presented beforehand, or to acknowledge the nomination of any person not made in complianceExchange Act. We file reports, proxy statements and other information with the foregoing procedures.  

It is important thatSEC. You may read and copy these reports, proxy statements and other information at the proxies be returned promptly and that your shares be represented.  Shareholders are urged to mark, date, execute and promptly returnSEC’s Public Reference Section, located at One Station Place, 100 F Street, NE, Washington, DC, U.S.A., 20549. You may obtain information on the accompanying proxy card in the enclosed envelope.

ADDITIONAL INFORMATION

Additional information relating to us can be found on SEDAR atwww.sedar.com.  Our Annual Report on Form 10-K for eachoperation of the fiscal years ended December 31, 2011, 2012Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at www.sec.gov, that contains reports, proxy statements and 2013, includingother information regarding the financial statements, have been mailed to those shareholders on our supplemental shareholder list that previously requested a copy of our financial statements.Company.

We will mail to any shareholder,stockholder, without charge and upon written request, a copy of our Annual Report on Form 10-K for each of the fiscal yearsyear ended December 31, 2011, 2012 and 2013.2021. Requests should be sent to Oculus VisionTech Inc., #507, 837 West Hastings Street, Vancouver, BC, V6C 3N6, Attention: Corporate Secretary.

BOARD APPROVAL

The contents of this Proxy Statement have been approved and its mailing authorized by our Board.Board of Directors.

DATED at Vancouver, British Columbia, this 1422^thnd day of March, 2014.July, 2022.

ON BEHALF OF THE BOARD OF

OCULUS VISIONTECH INC.

“Anton J. Drescher”

/s/ Anton J. Drescher

Anton J. Drescher,
Chief Financial Officer, Corporate Secretary and Director

FINANCIAL REPORTING PROCESS AND RISK MANAGEMENT

SCHEDULE “C”