Parties

Rosemont Seneca Partners, LLC, a Delaware limited liability company (“RSP”).

Vide Corporation, a corporation organized under the laws of the State of Delaware.

Proposed Transaction

RSP and Vide shall, according to the terms and conditions outlined herein, undertake the formation and commencement of commercial operations of Rosemont Seneca Analytics, LLC (“RSA” or the “Company”).

RSA shall create and offer analytical research products and services based on intellectual property and proprietary processes (the “Vide Technology”) created by Vide, its founders, officers/directors and employees.

Company Ownership

Upon its formation the equity interests in the Company shall be held equally by RSP (or its assign) and Vide (or its assign).  The equity interests shall be issued in exchange for the consideration provided by each of the parties as set forth below.  Following formation, the Company’s capitalization may be adjusted upon the occurrence of certain events as provided for herein or in the Company’s Operating Agreement.

Issuance and transfer of equity interests in the Company shall be restricted by the terms and conditions of the Company’s Operating Agreement.

Contribution of Parties

The Parties shall contribute the following consideration in exchange for the issuance of equity in the Company:

RSP Contribution:  RSP shall be responsible for development of the Company’s business plan, which shall include processes for commercialization the Vide Technology as well as marketing and implementation of the Company’s product offering.  Specific RSP contributions shall include:

1.      A cash investment in RSA of up to Five Hundred Thousand Dollars ($500,000.00);

2.      Office space within RSP’s current New York, New York and Washington, DC office facilities;

3.      Commencing with the execution of this Term Sheet, commitment of time by RSP senior management staff (as a percentage of hours dedicated to work):

Neil Callahan                     100%

Devon Archer                    50%

Chris Heinz                        50%

R Hunter Biden                  25%

4.      RSP intellectual property (business processes, etc).

Vide Contribution:  Vide shall be responsible for providing the Vide Technology and supporting the implementation thereof (including but not limited to software usage, data usage, technology infrastructure, documentation history, general access and know how to develop marketing materials, support sales efforts).  Specific Vide contributions shall include:

1.      A cash investment in RSA of up to Fifty  Thousand Dollars ($50,000.00);

2.      Commencing with the execution of this Term Sheet, commitment of time by RSP senior management staff (as a percentage of hours dedicated to work):

Kurt Hastings                   50%

Michael P. Andrews        50% 

Ronnie Mainieri               25%

Thad A. Brown                25%

3.      Vide Technology pursuant to a license agreement as described below.

Vide License Agreement

Vide shall issue to the Company a perpetual, worldwide, exclusive, royalty-free license for the commercialization of Vide Technology to non-US federal government customers (the “License Agreement”).  Vide shall retain the exclusive rights to provide the Vide Technology to the US federal government.

Company Inventions

The Parties agree that all inventions that are discovered, developed, created, conceived, reduced to practice, and/or made by the Company utilizing the Vide Technology under the License Agreement shall be irrevocably assigned to the Company.  The Parties further agree that all personnel in the employ of the Company (including but not limited to consultants) shall execute Proprietary Information & Inventions Agreements.

Expenses

The parties hereto will be responsible for and bear all of their respective costs and expenses incurred at any time in connection with the execution of this Term Sheet.

Company Management

The Parties hereby agree that the Company shall be managed by a Board of Directors (who shall also serve as Managing Members) that shall be comprised of the following persons:

R. Hunter Biden

Thad A. Brown, Ph.D

Christopher D. Heinz

The Board of Directors shall designate officers and other management staff as needed.

Operating Agreement

The Parties agree that the Operating Agreement shall contain the following key terms (the specifics of which are anticipated to be fully reciprocal and shall be determined by the Parties in good faith):

·         Buy / Sell / Transfer Restrictions & Rights, including Right(s) of First Refusal/Right(s) of First Offer, Drag Along/Tag Along Rights

• Key Man Insurance policies and provisions

·         Terms and conditions for third-party equity or debt offerings

·         Enterprise valuation procedures

·         Board of Directors Observation Committee:

Devon Archer

Neil Callahan

Eric Schwerin

Michael P. Andrews  

Ronnie Mainieri              

Marc X. LoPresti

Kurt Hastings

·         Exit Strategy evaluation and procedures

·         Indemnification provision

Certain Securities Law Considerations

The interests in the Company (and/or its affiliates) will be issued without registration under the United States Securities Act of 1933 Act (the “1933 Act”) by reason of the exemption from the registration requirements set forth in Section 4(2) of the 1933 Act and Regulation D promulgated under the 1933 Act.  The interests are “restricted securities” under the 1933 Act, and as such the interests cannot be resold in the United States except as permitted under the 1933 Act, pursuant to registration thereunder or exemption therefrom.

Confidentiality

The parties hereto agree that the transactions outlined herein shall be kept confidential, including but not limited to the fact that discussions regarding the transactions are occurring, and shall be disclosed only to each party’s advisors, officers and directors.

Miscellaneous

Any changes, modifications, revisions or amendments to this Term Sheet which are mutually agreed upon by the Parties shall be incorporated by written instrument.

The construction, interpretation and enforcement of this Term Sheet shall be governed by the laws of the State of New York.

This Term Sheet represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations and agreements, whether written or oral.

Should any portion of this Term Sheet be judicially determined to be illegal or unenforceable, the remainder of the Term Sheet shall continue in full force and effect.

The parties do not intend to create in any other individual or entity the status of a third party beneficiary, and this Term Sheet shall not be construed so as to create such status. 

This Term Sheet may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Term Sheet.