ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Vidaroo is referred to herein as "we", "our" or "us"

On June 4, 2012, we entered into an agreement with Vidaroo Intellectual Property, Inc. ("VIP") to sell the "Software Code" associated with our current online video platform and its relevant components, as follows: (a) Online video platform named "Vidaroo Producer" including editions "Publisher" and "Enterprise"; (b) Software-as-a-service interfaces, which include administrative, billing and affiliate applications; and (c) The marketing application (collectively the "Code") to VIP. Vidaroo shall maintain a security interest in the Code subsequent to the sale. Additionally, VIP shall receive royalties of 20% of the sales that we collect related to "Vidaroo Producer".

On June 4, 2012, we also entered into an agreement with Vidaroo Licensing, LLC ("VL") to act as our exclusive agent for licensing of "Vidaroo Producer". VL will compensate us with a royalty of 50% of collected revenue from "Vidaroo Producer"

VIP and VL were formed in the State of Florida on June 4, 2012 and May 24, 2012, respectively and operate as our wholly owned subsidiaries.

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