América de Cali Acquisition Proposal
Diligence and Clarification Questionnaire

The structure is designed so the seller is paid at closing from designated proceeds generated through the APXCOIN distribution mechanism. Accordingly, the consideration is not intended to be a post-closing earnout. Closing occurs only once the transaction is in a position to pay the seller in accordance with the agreed proceeds allocation and conditions precedent.

Under the offer structure, the seller’s consideration is paid from the cash-equivalent proceeds collected through the APXCOIN distribution (typically stablecoin receipts such as USDT and USDC). The seller is not intended to receive APXCOIN as consideration. If the seller requires an alternative structure (for example, a fixed cash purchase price or a bridge backed by committed funds), that can be negotiated and documented as a variant in the definitive agreements.

The transaction is intended to close on a clean basis, with full disclosure and resolution of historical liabilities as a condition to closing. Any debts, liens, contingent claims, or regulatory exposures must be either discharged pre-closing, settled and released at closing, or expressly scheduled as assumed items in the definitive documents with APX’s advisory approval and a clear treatment plan managed by the Foundation.

The offer describes a $100,000,000 nominal APXCOIN issuance plan, but does not state a single numeric minimum threshold in the offer text itself. In definitive documentation, transaction certainty is typically delivered by an escrow-funded closing condition (seller consideration plus an agreed closing reserve). If the escrow threshold is not met by a negotiated long-stop date, the transaction does not close and the parties separate without an incomplete transfer.

If a backstop is required for closing certainty, it can be structured as a committed bridge, sponsor advance, or other non-token facility, documented alongside proof of funds or a binding commitment letter. Any backstop would be designed to avoid loading the club with legacy debt and to preserve the post-closing operating plan under the Foundation's authority.

The offer includes an execution roadmap that anticipates signing, a pre-closing diligence and regulatory confirmation window, and a post-closing operating launch period. A specific time-to-raise and geographic mix should be provided as a separate operating and compliance plan, including jurisdiction gating, rollout sequencing, and channel strategy, since timing is driven by compliance, conversion, and market conditions.

The APXCOIN distribution process begins in alignment with the transaction roadmap, subject to regulatory confirmation of the utility framework and execution of the binding governance and compliance documentation. The membership platform experience is intended to launch post-closing, with APX and the Foundation coordinating fan participation and utility access under the agreed non-investment positioning.

The structure aligns both majority equity and operational authority with the Fan Foundation. APX acts as an important minority shareholder, strategic advisor, and consultant. This ensures the club is managed for the fans by the fans, while having access to institutional advisory support.

Post-closing, APX will cede control to the Fan Foundation and continue being a minority stakeholder, advisor, and consultant. The post-closing relationship between APX and the Fan Foundation will be part of the closing documents and definitively resolved in the Shareholders Agreement. Authority over senior leadership appointments and day-to-day management belongs to the Foundation.

APX’s role is that of a long-term strategic minority shareholder and consultant. The operational authority of the Fan Foundation is permanent, ensuring that the club's modernization and commercial growth are managed by fan-centric governance for the long term.

APXCOIN is positioned as a utility token for access and participation, not as a stablecoin or a financial instrument. The nominal issuance value is an access price at issuance only. APX does not make price promises, does not represent future value, and does not commit to supporting liquidity or intervening in market pricing.

Structural separation is the first safeguard: token holders have no equity or revenue rights in the club, and the club is not dependent on token market price for its legal ownership structure. In definitive documents, additional safeguards can include jurisdiction gating, pausing or suspending distribution in impacted markets, and defining fan utilities so participation does not rely on secondary-market pricing.

All messaging and documentation must remain utility-only, with explicit disclosures that APXCOIN is not equity, not a security, and carries no expectation of profit. The Foundation is structured as non-profit and non-distributing. Membership is designed for participation and representational legitimacy under the Foundation's authority, not economic entitlement.

A standardized global disclosure and terms package should be used across all distribution channels, including risk factors, utility descriptions, and clear non-investment positioning. Where required, compliance controls should include sanctions screening, KYC and AML processes, jurisdiction gating, data privacy compliance, and a documented consumer complaints and support protocol.

The offer contemplates a non-profit, non-distributing foundation vehicle with bylaws that prohibit economic distributions and prohibit framing membership as ownership or investment. The jurisdiction should be selected with counsel based on local acceptability, governance enforceability, and cross-border participation mechanics.

The intended position is that APXCOIN is a utility token for access and participation and should be structured and marketed accordingly. A jurisdiction-by-jurisdiction set of legal memos should be delivered in diligence, covering token classification, marketing restrictions, consumer law, and required compliance controls.

The goal is to keep token-related execution and compliance responsibility with APX and to prevent token regulatory risk from migrating into the club’s operating entity. Definitive documentation should include a regulatory-event protocol, including modification of utilities, distribution pauses, geofencing, or orderly wind-down of token distribution in specific jurisdictions, without destabilizing club governance.

Direct legal exposure is designed to be minimized through entity separation, governance documentation, and utility-only positioning. Reputational spillover is still a real risk in any consumer-facing token program. That risk is managed through disciplined disclosures, conservative marketing controls, and rigorous compliance execution.

The Foundation’s bylaws should define appointment, term limits, and removal standards, including removal for cause and mandatory conflict disclosures. To preserve governance integrity, the Foundation maintains representational and operational authority over the club.

A practical independence standard is that the majority of Foundation board members are independent of APX and are subject to a written conflicts policy. Annual governance reviews and documented recusal procedures should be included to protect credibility and ensure authority rests with the fan-centric leadership.

Operational authority is with the Fan Foundation, not APX. APX will retain its role as a very important minority shareholder which will always help and assist, but the management and authority stays with the Fan Foundation. All details of this relationship will be resolved in the Shareholders Agreement.

The offer allocates a defined portion of proceeds to APX to fund its advisory operations, infrastructure, compliance, and ongoing stewardship as a consultant. Use-of-proceeds transparency is managed through the Shareholders Agreement and Foundation oversight to ensure alignment with club interests.

Post-closing, modern financial controls and reporting systems are intended to be implemented by the Foundation-led management. Definitive agreements should specify reporting frequency (monthly management accounts, quarterly board packs, annual audited statements) and budget approval mechanics under Foundation authority.

The governance thesis relies on preserving the majority equity position and operational authority of the Foundation. The Shareholders Agreement should include explicit anti-dilution protections for the Foundation’s 51% position unless approved by a Foundation supermajority.

Transfer and pledge mechanics should be set in definitive documentation and typically include consent rights from the Foundation, restrictions on competitor transferees, and ROFR protections to ensure stability of the minority advisory position.

A change-of-control provision should require any successor to assume the advisory and compliance obligations. The token framework and the Foundation's operational authority remain unchanged, ensuring the club's equity structure is protected regardless of APX's internal changes.

Since operational authority rests with the Foundation, the club is insulated from APX's performance. APX's role is advisory, and performance reporting covenants in the Shareholders Agreement will ensure that advisory help and assistance remain effective.

The Foundation is already the operator. Reversion or replacement rights would apply to APX's advisory role in scenarios such as fraud, insolvency, or material uncured breach of the consulting framework or Shareholders Agreement.

The club’s development capital is designed to be irrevocable and restricted to club development purposes under Foundation control. It is not subject to repayment to APX and is protected in segregated restricted accounts with clear permitted-use covenants.

This is the first sports space deal that uses this specific coin model. APX is pioneering this structure to demonstrate how fans can hold operational authority while using modern financial tools to secure institutional growth.

Success measures are adoption and engagement metrics within the Foundation's framework: verified member growth, retention, and sponsorship uplift. Since this is the first deal of its kind, successes will be measured by the club's operational stability under Foundation management.

The structure reflects the essential lesson that management and authority must stay with the fan community. By keeping APX in a consulting/advisory role and the Foundation in the authority role, the model ensures cultural continuity and transparency.