Exhibit 10.12


 


Term Sheet


for


the Acquisition of Assets 


of 


Network Foundation Technologies, LLC

by


StationDigital Corporation


 


January 19, 2015


 


This term sheet (“Term
Sheet”) summarizes the principal terms of the proposed combination (the “Combination”) of Network
Foundation Technologies, LLC (“NIFTY”) and StationDigital Corporation (“StationDigital”)


 


 


	NIFTY	
        NIFTY is a closely-held private California
        limited liability company which has designed, developed and patented a technology enabling practical streaming of live television
        over the Internet with:

         

        ·        
        14 Patents covering Systems and Methods for distributing Data and Content over a Computer Network;

        ·        
        A number of potential claims against major technology companies in connection with the violation of its patents;

        ·        
        Approximately 13.9 Million Units of Limited Partnership Interests Outstanding approximately 52% of which are owned by Dr.
        Michael O’Neal and Marcus Morton, 21%, by initial investors which contributed approximately $1.1 million in capital and 27%
        by the “Montauk Group” which contributed approximately $7.25 million in capital; and

        ·        
        Total liabilities of $1.1 Million as of November 3, 2014 consisting of Accounts Payable of approximately $105,000 and amounts
        due Shareholders of approximately $995,000.

         

	 	 
	StationDigital	
        StationDigital is a Delaware corporation
        with a digital media broadcast business:

	with an average of over 340,000 monthly active sessions per month since March of
        2014;
	traded on the OTC QB;
	82,341,826 shares of common stock issued and outstanding as of November 11, 2014;
	$2,187,500 15% Convertible Secured Note outstanding with $500,000 March 31, 2015
        maturity date and the rest spread over the next 4 months, as of November 11, 2014;
	3,675,000 warrants convertible at 45 cents

 

	 	 
	Definitive Agreements	Subject to the terms and provisions of this Term Sheet, the parties agree to negotiate toward the execution of definitive transaction agreements (collectively, the “Definitive Agreement”) setting forth the terms and conditions of the transactions contemplated by this Term Sheet.  In addition to the terms and conditions set forth in this Term Sheet, the Definitive Agreements will contain such additional, representation, warranties, covenants, conditions, indemnities and terms as are customary of transactions of the type contemplated by this Term Sheet.



 


 






    	 



    	 



    

 


 


	Transaction Structure	
        The Transaction will be effected through
        an Asset Purchase (“AP”), as detailed in an Asset Purchase Agreement (“APA”), (collectively, the Transaction”)
        pursuant to which:

         

	StationDigital will permit NIFTY to assign two of the five board seats.
	StationDigital, or subsidiary, will acquire all or substantially all of the assets,
        patents, patents pending including but not limited to the attached schedule of assets of NIFTY in exchange for such number of shares
        of Series B Convertible Preferred Stock (“Series B Preferred Stock”) convertible into 29% of the outstanding shares
        of StationDigital’s common stock as of the date of closing. To the extent the senior secured note of 2.4 million in debt
        is converted prior to the date of closing, the amount of outstanding shares of StationDigital’s common stock will be adjusted
        upwards. (Please see Table 1.) Otherwise, the amount of outstanding shares of StationDigital’s common stock will be calculated
        as of the date of closing.

 

        Such Series B Preferred Stock
        Shall:

        Carry a Conversion Price of $.45;

        Vote on an “as converted
        basis;”

        Rank pari - passu with the Common
        Stock in the event of disloution.

         

        Be convertible at any time following
        the first anniversary of issuance: (i) at the option of the holder; and (ii) at the option of the Company, at such time when the
        20 Day Volume Weighted Average Exercise Price (“VWAP”) exceeds 150% of the Conversion Price;

         

        Carry weighted average anti-dilution
        protection for a period of 18 months, for additional issuances of Common Stock or Common Stock Equivalents for issuances below
        the Conversion Price. Such anti-dilution protection shall carry customary exclusions for items such as ESOP grants, dividends and
        grants pursuant to Celebrity Endorsements.

         

	For a period of 3 years after the Closing, StationDigital will pay pre-merger shareholders
        (as set forth on the capitalization table to be annexed as a schedule to the Definitive Agreement) ten percent (10%) of the net
        proceeds obtained from any patent litigation or patent licensing after deduction of all related legal fees, costs and expenses.
        These sums will be paid within 120 days after the end of the fiscal year.


	Conditions	
        The Transaction is subject to and conditioned
        on the following:

	each party’s completion and satisfaction with the result of its legal, financial
        and business due diligence investigations;
	approval of the transaction structure by each party’s tax advisors;
	approval by the board of directors of StationDigital and the members of NIFTY;
	negotiation and execution of Definitive Agreements;
	approval of the Definitive Agreements and the Transaction by any necessary governmental
        authorities, including, but not limited to the Federal Trade Commission and the Securities and Exchange Commission;
	The extension of $600,000 in face amount of Secured Convertible Notes to a maturity
        date of August 7th 2015;
	A capital raise, with a minimum amount of $4.0 million (the “Minimum Offering”)
        and maximum amount of $6.0 million (the “Maximum Offering”), the proceeds of which shall be in escrow and close simultaneous
        with the closing of the Transaction (the “Offering”). 

 

	 	 
	Assumption of Specified Liabilities 	
        StationDigital will assume $600,000 of
        debt from the offering for existing liabilities of NIFTY and will issue additional stock of 2 million (2,000,000) shares of common
        stock for the remaining liabilities. NIFTY has the right to split up the shares as deem fit.

         

	 	 
	Confidentiality/No Shop	
        Until such time as the board
        of directors of StationDigital deems it appropriate to make a press release covering the Transaction, the parties will keep this
        Term Sheet and the provisions hereof confidential except that each may disclose the same to its financial advisors and attorneys
        as reasonably necessary for evaluation of the transaction and subject to confidentiality obligations equivalent to those in the
        Non-Disclosure Agreement by and between NIFTY and StationDigital.

         

        Further, for a period of 90 days
        from the date hereof, NIFTY will not take any action to solicit, initiate, encourage, entertain, discuss, accept, consider or assist
        the submission of any proposal, negotiation or offer from any person or entity other than the Transaction contemplated hereby with
        StationDigital,

         

         




 






    	 



    	 



    

 


 


	 	 
	Governing Law	The binding provisions (referenced below) of this Term Sheet will be governed by and construed under the laws of the State of New York intended to apply to contracts made and to be performed within the State of New York without regard to its conflicts of law principles.  The Definitive Agreement will also be governed by New York law.
	 	 
	Expenses	Each party will bear its own expenses in connection with the drafting, negotiating and execution of this Term Sheet and the Definitive Agreements.
	 	 
	Dispute Resolution	Any dispute arising under the binding provisions of this Term Sheet or under the Definitive Agreement will be resolved through binding arbitration through JAMS in New York, New York.
	 	 


 


The parties hereto
understand and acknowledge that this Term Sheet is for discussion purposes only and, except for the terms captioned “Confidentiality,
“Governing Law,” “Expenses” and “Dispute Resolution” is not a legally binding agreement and
that the failure to execute and deliver the Definitive Agreements will impose no liability on any party. If the terms of this Term
Sheet are acceptable to the parties, please so indicate by executing below. This Term Sheet may be executed in counterparts, and
the electronic signature of a party, such as a facsimile or .pdf, will be deemed an original.


 


	Shares - Dilution Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Minimum	 	 	 	 	 	 	 	MidPoint	 	 	 	 	 	 	 	Maximum	 	 	 	 	 
	Current SDIG	 	 	82,314,826	 	 	 	66.1	%	 	 	82,314,826	 	 	 	64.6	%	 	 	82,314,826	 	 	 	63.19	%
	Conversion of $2.4 Million of Notes (1)	 	 	5,333,333	 	 	 	4.3	%	 	 	5,333,333	 	 	 	4.2	%	 	 	5,333,333	 	 	 	4.1	%
	Issued to NIFTY	 	 	27,995,744	 	 	 	22.5	%	 	 	28,640,188	 	 	 	22.5	%	 	 	29,284,633	 	 	 	22.48	%
	Issued in Offering (2)	 	 	8,888,889	 	 	 	7.1	%	 	 	11,111,111	 	 	 	8.7	%	 	 	13,333,333	 	 	 	10.24	%
	                 Total	 	 	124,532,792	 	 	 	100.0	%	 	 	127,399,459	 	 	 	100.0	%	 	 	130,266,126	 	 	 	100.00	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



		(1)	Assuming all notes are converted as of the date of closing.



		(2)	Assuming (i) all notes are converted as of the date of closing and (ii) such
offering amounts are closed upon.



 


[Signature Page Follows]


 






    	 



    	 



    

 


In witness whereof, the undersigned execute
this Term Sheet as of the date first set forth above.


 


 


	
        StationDigital Corporation

         

         

         

         

         

         

        By: __/s/ Louis Rossi_________________

        Louis Rossi

        Chief Executive Officer

         
	
        Network Foundation Technologies, LLC
        

         

         

         

         

         

         

        By: __/s/ Marcus Morton________________

        Marcus Morton

        Co-Founder and President