PROPOSAL OF COLLABORATION TERMS ("Term Sheet") January 15, The Shelley & Donald Rubin Foundation (the "Foundation").

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1 EXHIBIT 1.A

2 PROPOSAL OF COLLABORATION TERMS ("Term Sheet") January 15, 2014 Parties Dan Cohen ("DC") and Music & Memory, Inc. (collectively, "M&M") Michael Rossato-Bennett and Ximotion Media, Inc. (also d/b/a Projector Media) (collectively, "MRB") The Shelley & Donald Rubin Foundation (the "Foundation"). Objectives DEFINITIONS To bind the Parties as to their agreement that the Film and related activities are a collaborative joint effort and that no actions are taken that would materially harm or undermine the mission of M&M. "Film" means any version of Alive Inside, all of which must be reviewed by M&M and the Foundation before any public screening or showing; as of January 13, 2014, M&M is aware of two versions: a version of about 73 minutes' duration that has been submitted to the Sundance Film Festival but has not yet been completed (the "Festival Version") and a version of about 54 minutes' duration (the "M&M Version"). "Territory" means the world, including the United States and territories and jurisdictions outside the United States.and shall apply to all terms and conditions in this Term Sheet. All other defined terms are defined within this Term Sheet. GENERAL TERMS Ownership Notwithstanding the License, as defined below, and perm1ss10ns specifically granted herein to M&M, MRB shall own all rights in the Film and related materials, including, without limitation, the copyright therein. The Foundation, M&M and Dan Cohen hereby disclaim any and all ownership rights or interests in the copyright of the Film or in related materials produced by MRB in connection with the Film. M&M shall have an irrevocable, royalty-free, non-exclusive, non-assignable license in the Territory to reproduce, prepare derivative works based upon, perform publicly, and display publicly the Film and any clips and recordings, related trailers and other promotional materials under the control of MRB in connection with the promotion of the work and mission of M&M in venues in the Health Care Sector, as defined below, provided that preparation of derivative works by M&M shall be subject to MRB's prior approval, not to be unreasonably withheld (the "License") and shall be subject to the terms and conditions of any and all existing releases, permissions and other agreements governing MRB 's

3 rights in and to the persons portrayed and materials contained therein. The License shall be subject to the terms and conditions contained in this Term Sheet. For the sake of clarity and not by way of limitation, the License shall survive any change in or transfer of ownership or control of the Film or any of the rights therein. Notwithstanding the foregoing, M&M may assign or transfer the License to any successor entities sharing M&M's mission. Non-Compete Obligation Outreach MRB (or any designee or agent) shall not engage in any activity that involves or relates in any way to M&M and its or simi liar personalized music methodology so as to compete with or materially diminish M&M. M&M, as the expert in the field, will take the lead on all outreach activities related to the Film in the Health Care Sector, as defined below. The Parties agree that M&M will take the lead in use of the Film in connection with: medical or healthcare facilities and/or organizations; hospitals; nursing homes; long-tem1 care facilities; medical and/or health educational organizations or facilities; the medical and/or health department, component, or division of any educational facility; or medical and/or health lobbying or policy organizations (the "Health Care Sector"). Subject to receipt of sufficient funding provided by one or more third party grantors, M&M will hire, subject to approval by MRB, not to be unreasonably withheld, an outreach coordinator (the "Coordinator") who will create an outreach plan for the Film (the "Outreach Plan"). The Outreach Plan will seek to effect M&M's goals and shall outline the appropriate roles for DC and MRB (and their designees or agents) in connection with the Outreach Plan. The Outreach Plan will focus on, but not be limited to, use of the Film in connection with the Health Care Sector. The Outreach Plan must afford M&M adequate opportunities and sufficient freedom to screen the Film in conjunction with M&M's speaking, training, and other activities in the Health Care Sector and in other sectors as mutually agreed by the Parties. The Outreach Plan must include a budget for all activities. All Parties will approve the Outreach Plan and all elements therein. In the event the Parties cannot agree on any part of the Outreach Plan or implementation thereof, the Coordinator will make the final decision. In the event that funding is not provided by third parties for an Outreach Plan, the Parties agree that M&M shall have final decision-making for use of the Film in connection with the Health Care Sector, subject to the terms and conditions of the License and this Term Sheet. 2

4 Marketing The Parties shall work together to ensure a coordinated message to the general public. All news releases and any other publicity materials relating to the Film prepared by either of the Parties must be reviewed and approved by both Parties before release to the public. Such approval will not be unreasonably withheld or delayed. Before any new website relating to the Film is launched to the general public, M&M must be given adequate opportunity to review it and provide comments, and MRB shall make any reasonably requested revisions relating to M&M and its personalized music methodology. MRB shall immediately direct to M&M any communications from press or other media related to M&M. All communications relating to the Film received by a Party from press and other media shall be immediately shared with the other Party, including requests for interviews with MRB or with M&M. Film Although MRB has ultimate artistic control of the Film, MRB shall, as MRB has done, provide M&M and the Foundation the opportunity to review and comment on proposed final cuts before finalizing each and every version of the Film, including the Festival Version, prior to release to the public, a film festival, or prior to any private screening that is not limited to M&M, Foundation and MRB personnel and the Parties' permitted invitees. M&M and the Foundation hereby acknowledge that they have viewed and approved the Festival Version that they believe has been submitted to the Sundance Film Festival ("Sundance"). However, M&M and the Foundation shall have the right to review and comment on the Festival Version, including credits, before further screening or distribution at the earliest opportunity during or after Sundance. The Festival Version and all versions intended for public viewing will be entitled Alive Inside: A Story of Music & Memory and may be presented as Alive Inside if it is necessary graphically. The full title will be reflected somewhere in all print materials produced by MRB or under their control, to the extent such inclusion is practicable (e.g., it need not be included in small promotional materials such as buttons and similar handouts). The M&M Version for the Health Care Sector will be entitled Alive Inside: The Story of Music & Memory or, at M&M's option, Alive Inside: The Music & Memory Project. The "call to action" sequence in the Film shall direct viewers toward M&M and M website (the "Call to Action"). MRB shall consult with and obtain approval from and the Foundation if any changes are made to the Call to Action, so long as such d 3

5 are within the control of MRB or his designees. Collaboration Credits on Film Parties shall use best efforts to collaborate to ensure that the mission of M&M is implemented and that the Film is successful. The Foundation shall receive a second position credit in the first three main title credits of the Film (after Projector Films and before Impact Partners), subject to distributor credits. The Foundation shall receive executive producer credit in the end roll of the Film in first position among executive producers but subsequent to the credits of the Writer, Director and Producers. The executive producer credits shall appear prior to all non-"producer" credits, including without limitation, associate producer, co-producer, co-executive producer credits. The executive producer credit of the Foundation shall be on a most-favored-nations basis in all material respects with all other executive producer credits in the film. The Parties acknowledge that the credits in the Festival Version of the Film, which has been sent to Sundance, have been approved. MRB shall be listed as sole Writer, Director, and Producer. Dan Cohen shall have a single, main title, credit: "Alive Inside was inspired by the work of Dan Cohen and Music & Memory." For posters and other promotional material related to film festivals, the credits will include (as shown in the version ed by Alexandra McDougald on December 3, 2013, to Dan Cohen): i) "Projector Media and The Shelley and Donald Rubin Foundation present" (as the first and top credit), and ii) "inspired by the work of Dan Cohen" (as the last credit). MRB shall consult with and obtain approval from M&M and the Foundation if any changes are made to the credits, so long as such changes are within the control of MRB or his designees. Distt ibution of the Film MRB shall be in charge of distribution and shall develop a distribution plan for the Film. The distribution plan shall be subject to the prior review of M&M with the opportunity to review related documents, including distribution agreements. Such agreements and documents shall not conflict with the License or any other provisions in this Term Sheet. M&M shall have five (5) business days to review and provide comments on such agreements, unless otherwise agreed to by the Parties. MRB may seek funding from third-party supporters for such distribution (again, subject to the prior review of M&M to confirm that the terms of such support they do not conflict with the License or any other provisions in this Term Sheet). Copies/Use of Film Materials MRB shall provide a copy of each of the masters of the Festival Version and the M&M Version, high resolution copies of final cuts, all other cuts and all raw 4

6 footage to M&M on or about March 1, No usage of these materials to prepare derivative works will be made by M&M or any third-party without the prior, express approval of MRB, not to be unreasonably withheld. Reasonable costs for the creation, duplication and delivety of such materials shall be reimbursed by the Foundation subject to its prior approval of such costs. M&M shall be responsible for all clearances in connection with the usage of footage not otherwise included in the Film. To expedite such clearance, MRB will provide copies of any releases already obtained with respect to the Film and any footage therein. Revenue MRB shall retain any and all revenues derived from the commercial exploitation of the Film outside of the Health Care Sector. M&M shall retain any and all donations intended to directly support M&M or personalized music methodologies. With respect to the exploitation of the Film in the Health Care Sector and any derived revenues therefrom, the Coordinator will collect all revenue received due to implementation of the Outreach Plan and determine the distribution of revenues from the Health Care Sector, taking into account the investment of Impact Partners. Notwithstanding the foregoing, the Parties agree that any speaking fee charged by or offered to M&M or its designees in connection with screening the Film shall be retained in whole by M&M (the "Speaking Fee"). Separate and apart from the Speaking Fee, a screening fee will be charged every time the Film is screened by M&M at a Health Care Sector event (the "Screening Fee"), unless otherwise agreed to by the Parties. The Coordinator shall determine the Screening Fee and the percentage of the Screening Fee that MRB and M&M will receive. In the event that there is no Coordinator, M&M shall control exploitation of the Film in the Health Care Sector, with meaningful input provided by MRB. Third Party Agreements Legal Obligations Any agreements with third parties relating to the Film or rights in the Film (including but not limited to agreements with Impact Partners and the Coordinator) shall not conflict with the License or any other provisions in this Term Sheet. M&M shall have five (5) business days, unless otherwise agreed to by the Parties, to review, provide comments on, and confirm approval of such agreements. Failure to raise an objection to a proposed agreement within such five (5) day period shall be deemed an approval thereof. MRB will apply for E&O insurance for all versions of the Film and shall include the Foundation, Dan Cohen and M&M as additional named insureds. MRB shall copy M&M and its counsel on final policies issued in that regard. 5

7 MRB will indemnify M&M and the Foundation from any third-party claims that arise in conjunction with the Film or any use of any footage contained in the Film such as in a derivative work, so long as it is used according to the tenns of any agreements governing its use, except for claims arising out of M&M's own wrongful conduct. M&M will indemnify MRB from any third-party claims that arise in conjunction with or as a result of M&M's use of any footage or other materials provided by MRB that are not contained in the Film and/or which have not been properly cleared by M&M. Each Party shall indemnify the other for all third-party claims arising from its breach of its representations, warranties, or obligations under this Tenn Sheet. All funds raised prior to signing the Agreement remain the property of the Party that raised such funds. Mutual Release The Parties hereby knowingly, voluntarily, fully, and finally release and forever discharge each other from, and covenant not to sue each other in connection with, any claims, known and unknown, asserted or unasserted, which the Parties may have against each other worldwide, as of the date of this Tenn Sheet, that relate to the Film ("the Release"). For the sake of clarity and not by way of limitation, the Foundation, M&M, and DC hereby agree to discontinue with prejudice any and all lawsuits and related claims they (whether individually or in combination) have made against MRB and/or affiliated parties relating to the Film. For the sake of clarity and not by way of limitation, the Foundation, M&M, and DC hereby acknowledge and agree that they will not now or in the future claim or otherwise challenge MRB 's ownership rights in the Film and related materials at law, in equity or otherwise. Notwithstanding the foregoing, the Release does not limit or restrict the remedies available to any Party for breach by any other Party of this Tenn Sheet, and the Parties expressly reserve any and all remedies available to them, at Jaw or in equity, for breach of this Tenn Sheet. However, M&M will not seek injunctive or other equitable relief that will restrict or interfere with the sale or distribution of the Film, except that if any changes are made to the credits or the Call to Action of the Film without the express approval of M&M and such changes are under the control of MRB, M&M may seek any and all remedies available to them, at law or in equity, for such breach against MRB. Dispute Resolution In the event that the Parties cannot agree on the scope of the Health Care Sector, the Coordinator shall have the tie-breaking vote. In the event that there is no Coordinator, the Parties shall mutually appoint an individual familiar with the independent film business and that person shall have the tie-breaking vote. 6

8 Mediation. For any claim, dispute or controversy arising out of or relating to the validity, interpretation, performance or enforcement of this Term Sheet or any breach thereof, the Parties agree to try to first settle the dispute by mediation in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (AAA) before filing for arbitration pursuant to the Arbitration provision in this Term Sheet (the "Arbitration Provision"). The substantive law of New York State shall apply. Any mediation may be terminated by either Party at any time, with at least forty-eight ( 48) hours' advance notice to the other Party, and either Party may then file for arbitration pursuant to the Arbitration Provision, and in any event, a mediation proceeding shall last no longer than two weeks after a mediator is selected, unless the Parties mutually agree otherwise. The Parties shall make good faith efforts to use the least expensive form of mediation available through the AAA at the time of filing for mediation, including online mediation if the potential claims or controversies satisfy the requirements for such mediation. If the mediation proceeding is in person, the venue for mediation shall be New York and each Party, or an appropriate representative of each Party having authority to consummate a settlement, shall attend the mediation proceeding. Notwithstanding the foregoing, neither Party is required to file for or consent to mediation if either Party files for emergency or other interim relief, and in such a case, the filing Party must file for emergency relief administered by the AAA pursuant to the Arbitration Provision. The Parties shall not address a request for emergency or interim relief to any other judicial authority. Arbitration. Arbitration shall be administered by the AAA in accordance with its Commercial Arbitration Rules and Mediation Procedures. The dispute shall be heard by a single arbitrator, the seat of the arbitration shall be New York, and the substantive law of New York State shall apply without regard to its conflict of laws rules. Costs and Fees. Any costs of mediation, including the mediator's hourly fees and any other costs owed to the AAA or mediator, shall be split evenly between the Parties, and each Party shall bear its own costs relating to mediation, including costs of witnesses, attorney's fees, and in-person attendance of an appropriate representative, unless the Parties mutually agree otherwise. Any filing fees for arbitration shall be borne by the Party filing for arbitration, subject to any contrary award, ruling or order by an arbitrator. Any fees for compensation of an arbitrator or an emergency arbitrator, or other costs owed to the AAA, shall be split evenly between the Parties, subject to any contrary award, ruling or order by an arbitrator. Each Party shall bear its own costs relating to arbitration, including reasonable attorney"s fees and any travel costs. Notwithstanding the foregoing, it is in the discretion of the arbitrator whether or not it will require the non-prevailing party to pay the prevailing party's reasonable attorney's fees. 7

9 IN WITNESS WHEREOF, the Parties hereto have executed this binding Term Sheet as of the date stated above. MUSIC & MEMORY, INC. XIMOTION MEDIA PROJECTOR MEDIA By: Name: Dan Cohen, MSW Title: Executive Director Name: Michael Rossato-Bennett Title: Owner THE SHELLEY AND DONALD RUBIN FOUNDATION By: Name: Donald Rubin Title: Co-Chair and Executive Director 8

10 IN WITNESS WHEREOF, the Parties hereto have executed this binding Tenn Sheet as of the date stated above. MUSIC & MEMORY, INC. By: Name: Dan Cohen, MSW Title: Executive Director XIMOTION MEDIA PROJECTOR MEDIA By~ Name: Michael Rossato-Bennett Title: Owner Name: Donald Rubin Title: Co-Chair and Executive Director 8