ROSCA to acquire Secure Path Technology LLC

(Business Wire) Rosca, Inc., a Nevada corporation executed an Agreement and Plan of Merger
with Secure Path Technology LLC (“Secure Path”), for the
acquisition by the Company of 100% of the outstanding membership
interests in Secure Path, in exchange for Four Million Six Hundred
Fifty Thousand (4,650,000) shares of the Company’s common stock.

Secure Path is the largest Registration Agency for the International
Standard Audiovisual Number (“ISAN”) in North America and is the
exclusive global Licensing Agency providing commercial access to the
ISAN database.

ISAN is an ISO (International Standards Organization) standard which
provides a unique, permanent and internationally recognized reference
number for the identification of every audiovisual work, including
film, television, online and mobile content, regardless of the format
in which the work is distributed (e.g. theatrical, DVD, streaming
media). The ISAN code was developed to be the identifier for the
audiovisual (AV) industry’s supply chain, just as the ISBN code is the
unique identifier for publications and the foundation for all tracking
(e.g. distribution, inventory, royalties) for the global publishing
industry.

The ISAN standard was initiated in order to make more efficient the
process of identifying audiovisual works, and significantly enhance
their ability to collect, distribute and/or receive royalties and
residuals.

Secure Path holds two seats on the 12 member Administration Committee
which oversees ISAN-IA, with responsibilities including budget, policy
and the approval of new Registration Agencies. Secure Path also holds
one seat on the three-member Executive Committee, which has direct
oversight of ISAN International Agency’s personnel. This new governance
structure ensures that Secure Path will be integrally involved in
guiding the development of the standard in a way that is amenable to
the markets the Company serves, and commercially viable.

The agreement to acquire Secure Path is contingent upon completion of
an audit of Secure Path’s financial statements.

The agreement to acquire Secure Path includes the following terms, among other items:

  • Appointment of two (2) of Secure Path’s nominees to the Company’s 3-member Board of Directors; and
  • Each
    member of Secure Path entering into an agreement whereby the shares of
    the Company issued in the acquisition shall be subject to a lock-up for
    no less than one (1) year.

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