Visium Technologies, Inc. Non-Binding Term Sheet for Assignment of Contract-Use Rights

Visium Technologies, Inc. has executed a non-binding term sheet concerning the proposed assignment of contract-use, offtake, and deployment rights for a device design to a newly formed Indonesian limited-liability company, PT Visium Compute Indonesia (PTVCI). The company's subsidiary will hold a 99% equity interest in PTVCI. The transaction is structured as an assignment of rights, not an acquisition of an existing company, and Visium Technologies will not become a semiconductor manufacturer or OEM. The term sheet is non-binding except for exclusivity, confidentiality, expense allocation, and choice of law provisions. Economic terms, including the amount of Series F Preferred Stock and any contingent consideration, are subject to board authorization. Closing is contingent upon various conditions, including final device specifications, consent agreements, regulatory approvals, and sufficient authorized capital. The company has identified director's conflict of interest transactions requiring board or shareholder approval. Visium Technologies will file further reports upon entering a definitive agreement, closing, or issuing unregistered stock.