[DATE]

Re: Letter of Intent to enter a SaaS Agreement and engage in a stock swap

Dear [INDIVIDUAL]:

This letter of intent (this “LOI”), together with the proposed [COMPANY] SaaS Agreement (the “SaaS Agreement”) and term sheet (the “Term Sheet”) attached hereto as Exhibit A and Exhibit B, sets forth certain nonbinding understandings and certain binding agreements between [COMPANY] Inc., a [STATE] corporation (“[COMPANY]”), and [COMPANY],____, a _____________ corporation (“[COMPANY]”), with respect to a proposed transaction between the Parties which shall involve, but not be limited to, the Parties executing a SaaS Agreement, executing those certain agreements necessary to provide for an exchange (the “Exchange”) of a to-be-determined equitable number of Common Stock of [COMPANY] for shares of [COMPANY] Common Stock, and the execution of such other documents as [COMPANY] and [COMPANY] determine are appropriate, on the terms and subject to the conditions set forth below in this LOI (collectively, the entire relationship between [COMPANY] and [COMPANY] being referred to as the “Transaction”). [COMPANY] and [COMPANY] may each be referred to herein individually as a “Party” and collectively as the “Parties.”

I. NONBINDING UNDERSTANDINGS

The following numbered paragraphs reflect the Parties’ current understanding of the matters described herein and shall confirm the discussions to date between the Parties hereto, but do not constitute a definitive statement of, or a legally-binding commitment on the part of, any Party with respect to the matters described therein and do not impose on any Party any duty or obligation to negotiate in good faith towards or conclude any such agreement or commitment. For purposes of this LOI, any monetary references made herein are in US Dollars.

Description of Purpose of Transaction. [COMPANY] has developed or acquired technology and content for a network of channels, each focused on a specific sub-genre within the dance music scene. [COMPANY] produces original content around the world and curates videos to be broadcast through its cable TV channel, set top box apps, website, smart TV apps, mobile apps, and a variety of social video platforms. [COMPANY] has developed and/or acquired technologies that enhance existing internet systems by providing a more efficient method of delivering Internet Protocol (IP) transmissions between their source and multiple end-users. [COMPANY]’s software platform is applicable to any large-scale data distribution systems and is equally suitable to both wired and wireless environments (collectively, the “VC Technology”). The Parties acknowledge that one of the principal purposes of the proposed Transaction described herein is to allow [COMPANY] to stream its content (the “[COMPANY] Content”) over the internet with greater fidelity and performance vis-à-vis deploying the [COMPANY] Technology as per the terms and conditions of a SaaS Agreement, substantially in the form attached hereto as Exhibit A.