1. Executive Summary

APX Corporation Inc. and Kickin' Assets Sports Inc. have formed a Delaware manager-managed joint venture (the APX Sports JV, or the Platform) to operate as a permanent, multi-asset sports franchise ownership and operating platform. Founding ownership is seventy percent APX, thirty percent Kickin' Assets. The Platform launches with three active assets — América de Cali, the Colombian football club for which APX is the exclusive lead strategic advisor, alongside Everett, Washington and Eugene, two U.S. franchises through the USL Championship pathway. The Platform is structured to absorb additional clubs, leagues, and media opportunities across the Americas and Europe over a five-year horizon.

The Platform is structured to vertically integrate four business lines: (1) multi-club football ownership across the Americas and Europe; (2) a separately licensed Player Representation business operating under formal information barriers, anchored on the youth divisions of Everett and Eugene as the foundational in-house talent feeder; (3) the APXCOIN tokenisation layer; and (4) the institutional fund layer for capital deployment.

This Offer is now extended to Mr. Gregory Merrill and Mr. Wilman Vergara to join, jointly, as both Directors of the APX Sports JV and strategic minority Shareholders. The two roles are paired into a single integrated package. The headline economics are an aggregate cash subscription of US$1,000,000 for ten percent of the Platform on a post-Closing fully-diluted basis at a US$10,000,000 post-Closing valuation, accompanied by a Director compensation package comprising cash base salary, APXCOIN allocation, and share options. Up to fifty percent of each Director's subscription may be funded via salary forgo over the first two years, materially reducing front-loaded cash and hard-aligning each Director with execution.

The valuation rests on a documented contributed-value ledger detailed in Section 04. The remainder of this Offer sets out the business behind the package.

2. The Business — APX Sports JV

2.1   Origin.

The Platform is built on two existing structural precedents within the APX ecosystem. The first is the América de Cali engagement, under which APX has been retained as the exclusive lead strategic advisory and fundraising services provider for the club's recapitalisation and institutional transition — the engagement on which the two of you serve, alongside Carlos Eduardo Velasco and Juan Gonzalo Montoya, on the four-person Intermediary Transition Team. The second is the Strategic Joint Execution Agreement signed between APX and Kickin' Assets in February 2026, which framed APX and Kickin' Assets as participants in a coordinated joint execution programme covering fundraising, strategy, marketing, optional tokenisation, equity participation, and operating cadence.

The strategic conclusion drawn from both precedents was that sports franchise opportunities should not be pursued as a sequence of one-off advisory and acquisition mandates. They are too relationship-driven, too jurisdictionally sensitive, too capital-intensive, and too reputation-dependent to be run that way. The better model is a standing institutional vehicle that owns the pipeline, deploys a repeatable capital and operating playbook, vertically integrates the surrounding revenue layers (representation, media, tokenisation), and compounds value across transactions. The APX Sports JV is that vehicle.

2.2   Structure.

The Platform is a Delaware manager-managed limited liability company. APX serves as managing member, with day-to-day management authority and reserved-matter consent thresholds protecting the minority partner. The Platform holds pipeline ownership, treasury, governance, and cross-deal economics at the parent level, with transaction-level special purpose vehicles ring-fenced beneath it for each franchise, club, league, or media opportunity the Platform pursues. Player representation activities sit in one or more separately licensed entities under formal information-barrier protocols, addressed in detail in Section 06. Delaware law was chosen for its flexibility, investor readability, and the depth of contractual freedom it gives the parties to allocate control, economics, transfer restrictions, anti-dilution protection, and information rights with precision.

2.3   Mandate.

The Platform is authorised to source, evaluate, structure, finance, acquire, recapitalise, own, advise on, commercialise, and scale sports franchises, clubs, leagues, media opportunities, fan-engagement products, related technology and token-enabled ecosystems, and, through separately licensed entities operating under formal information barriers, player representation businesses, in the United States and internationally. The mandate is deliberately broad. Where transaction-specific conditions require ring-fencing, the Platform forms dedicated SPVs beneath it.

3. Strategic Logic — APX and Kickin' Assets, Together

The contribution weighting between APX and Kickin' Assets reflects a deliberate division of labour. APX contributes the institutional engine — strategic planning, capital formation architecture, investor process management, capital markets access, treasury and proof-of-funds credibility tools, strategic advisory capability, commercial and media systems, blockchain and token rails where lawful, diligence coordination, data-room logic, governance design, and the broader APX ecosystem of relationships and infrastructure. Kickin' Assets contributes the operating bridge — U.S. sports operating experience, the USL pathway and Everett and Eugene relationship contexts, league fluency, sports-side relationship capital, and the kind of sector-specific operating insight that determines whether a deal is not only financeable on paper but actually executable with the people who matter. APX is platform-defining and continuing; Kickin' Assets is access-driven and execution-critical. Both are necessary; neither is sufficient.

The institutional capability stack APX brings to the Platform is organised across six integrated pillars: Capital Formation, Token and Web3, Strategy and Go-to-Market, Deal Engineering, Media and Commercial, and Governance and Reporting. Open-market reconstitution of the same capability stack from independent service providers is estimated at US$2.7 million to US$5.3 million. Inside the Platform, the same stack is delivered against equity participation and transaction success fees, not hourly billing.

4. The US$10,000,000 Platform Valuation — Detailed Rationale

This Section sets out the institutional rationale for the US$10,000,000 post-Closing valuation of the APX Sports JV that frames the US$1,000,000 / 10.0% subscription proposed in this Offer. The valuation is not a market-clearing exercise. It is a documented floor, supported by five concrete contributed-value blocks examined below.

4.1   APX Corporation Inc. — Contributed Value to the JV.

APX's contribution to the Platform is the largest single block in the contributed-value ledger. It comprises direct capital, a six-pillar institutional capability stack, intellectual property and regulatory work product, token infrastructure, entity infrastructure, and senior executive time commitment.

4.1.1   Direct deployable capital.

APX commits US$1,500,000 of cash into the Platform treasury at and following Closing, to fund working capital, transaction-execution capital, and the Year One operating budget. The commitment is unconditional from Closing and treated as a primary cash contribution by APX to the JV, not a loan, not a convertible instrument, and not contingent on revenue performance. Attributed value: US$1,500,000.

4.1.2   Institutional capability stack — the six pillars.

APX's institutional execution stack is organised across six integrated pillars, each of which would require an independent service-provider engagement to reconstitute on the open market.

Subtotal open-market reconstitution of the six-pillar stack: US$2,700,000 to US$5,300,000. Attributed value: US$2,700,000.

4.1.3   Intellectual property and work product.

The work product APX brings into the JV is operating-grade, not theoretical. It comprises: (a) the complete América de Cali engagement work product; (b) the Cross Continental Sport Representation Strategic Report, a 26-section institutional research base with eight appendices, exceeding 32,000 words, covering FIFA, FFAR, RSTP Article 19, the FIFA Clearing House, TPO and TPI, AML, FCPA, and the dispute-resolution architecture across nine European jurisdictions, three CONMEBOL jurisdictions, and the U.S. and Canada axis; (c) the Multi-Club Football Platform Investment Thesis and Strategic Roadmap; (d) bespoke regulatory work product covering MLS roster mechanics, the NCAA NIL framework, and the national-federation rule stack; and (e) the Document Catalogue. Attributed value: US$500,000.

4.1.4   Token infrastructure — APXCOIN.

APXCOIN is APX's group-level utility token, with the protocol, smart contract architecture, tokenomics design, compliance work product, and the audit-and-exchange-listing pathway already developed. It becomes the Platform's direct-to-fan, identity, rewards, and tokenised participation layer. Open-market reconstitution: US$500,000 to US$1,000,000. Attributed value: US$500,000.

4.1.5   Entity infrastructure.

APX contributes APX Corporation Inc. (Delaware), incorporated and operational, as the parent vehicle; the APX Spain entity, incorporated and operational, as the EU-passporting subsidiary; and the operating-systems backbone. The contribution removes from the JV the eighteen-month entity build-out timeline. Attributed value: US$200,000.

4.1.6   Management commitment.

Adi Cohen and Richard Korhammer commit senior executive time into the Platform from Closing forward, with documented deliverables and accountability to the JV's governance framework. Open-market equivalent: US$500,000 to US$1,000,000 per year. Attributed value: US$500,000.

4.1.7   APX contributed-value subtotal.

Figure 1. APX contributed value across six components, totalling US$5.9M.

The APX contribution alone, attributed conservatively at the lower bound of each component, equals US$5,900,000 — 59% of the US$10,000,000 valuation floor.

4.2   JV Ownership of Everett — USL Championship Pathway.

APX assigns to the JV at Closing all of its future ownership interests, economic rights, option rights, and pathway control rights in the Everett, Washington USL Championship transaction. The assignment is unconditional and treated as a contributed asset of the JV at Closing.

4.2.1   The transaction structure.

Everett operates inside the USL Championship economic envelope, which is itself a structurally advantaged entry point into U.S. professional soccer relative to MLS. USL expansion fees: US$10,000,000 to US$15,000,000 against MLS expansion fees that have run US$325,000,000 (Charlotte FC, 2019), US$500,000,000 (San Diego FC, 2023), and US$500,000,000-plus for current expansion cohorts. The total all-in capital requirement for a USL franchise, including a purpose-built stadium, runs US$40,000,000 to US$100,000,000. Recent USL-to-MLS conversions and strategic exits have closed at five-to-ten-times entry valuation.

4.2.2   What is being assigned.

APX's contributed position comprises the equity-and-option rights APX would otherwise hold individually, plus the pathway control rights. Option value on an asset within a documented US$40,000,000-to-US$100,000,000 capital envelope, with a credible exit pathway to multiples of entry cost.

4.2.3   Comparable transaction benchmarks.

Recent USL Championship franchise transactions provide direct pricing benchmarks. APX's contributed pre-recapitalisation position in Everett supports an attributed value in the US$1,000,000 to US$2,000,000 range. Attributed value: US$1,000,000.

4.3   JV Ownership of Eugene — USL Launch 2027.

APX assigns to the JV at Closing all of its future ownership interests, economic rights, option rights, and pathway control rights in the Eugene USL Launch 2027 transaction on the same unconditional basis as Everett.

4.3.1   The transaction structure.

Eugene operates within the identical USL Championship economic framework as Everett. The expansion-fee envelope, the all-in capital requirement, the MLS-promotion or strategic-exit pathway, and the enterprise-value benchmarks are all directly comparable. The Eugene opportunity has been sourced and developed through Kickin' Assets's USL fluency and relationship infrastructure, with a 2027 launch target.

4.3.2   Sequencing with Everett — the paired-pathway logic.

Everett and Eugene are not redundant assets. They are complementary nodes in a coordinated multi-club U.S. portfolio. The two franchises sit in different regional markets (Pacific Northwest), allow paired commercial and broadcast positioning, share academy and player development infrastructure, and create a Platform-controlled U.S. operating footprint that supports cross-portfolio sponsorship, media, and academy economics that no single-franchise operator can match.

4.3.3   Comparable transaction benchmarks.

Same comparable set as Everett. Attributed value: US$1,000,000.

4.4   Youth Divisions of Everett and Eugene — Foundation of the Player Representation Business.

The youth academies of Everett and Eugene are the foundational asset block for the Platform's separately licensed Player Representation business. The assignment converts the representation business from a green-field agency build into a vertically integrated operation with an in-house, JV-owned talent feeder system from day one.

4.4.1   The integrated talent value chain.

The Platform identifies, develops, and signs talent inside its own youth academies. As players progress through the development pathway — youth, reserves, professional, transfer market, and post-career — the separately licensed representation arm executes formal representation contracts with those players at each progression node. Fee events accrue at every node: (a) academy and development phase — image rights structuring, family relationship build; (b) first-team and professional contracts — three to ten percent of player contract value; (c) transfer events — intra-portfolio and exit transfer fees; (d) image rights and sponsorship — ten to twenty percent of commercial earnings; (e) post-career commercial — broadcasting, brand ambassadorships, ownership transitions.

4.4.2   Why this configuration cannot be replicated.

The existing multi-club ownership platforms — City Football Group, Red Bull, INEOS, BlueCo, and Eagle Football — cannot legitimately operate representation activities because they do not hold separately licensed representation entities under the regulatory architecture required by FIFA, FFAR, and national federations. The existing representation agencies — CAA Sports, Wasserman, Stellar, Roc Nation Sports, Excel Sports Management, Two Circles, and the boutique operators — cannot match the Platform's value chain because they do not own clubs through which their talent moves and develops. The Platform sits in the configuration that neither competitor side can claim.

4.4.3   Comparable benchmarks for academy-fed representation pipelines.

The most productive academies in global football monetise their talent pipelines at scale.

4.4.4   Year 5 revenue projection — the supporting figure.

The Year 5 base-case revenue projection for the Player Representation business is US$3,500,000, representing approximately 37% of the Year 5 base-case total Platform revenue of US$9,500,000. Attributed value: US$2,000,000.

4.5   Kickin' Assets Sports Inc. and Sat Dhinsa — Contributed Value.

Kickin' Assets Sports Inc., under the leadership of Sat Dhinsa, contributes the operator-side layer that converts APX's institutional architecture into executable transactions on the ground.

4.5.1   USL Championship operating fluency.

Sat Dhinsa's direct operating familiarity with the USL Championship — its rules, expansion process, ownership groups, league office relationships, referee and operations community.

4.5.2   The Everett and Eugene pathway relationships.

Both inaugural U.S. opportunities were sourced through Kickin' Assets's relationship infrastructure. Without Kickin' Assets, neither asset would be in the Platform's pipeline.

4.5.3   League and federation relationships.

Established working relationships with USL league leadership, U.S. Soccer Federation interfaces, and the broader U.S. operating ecosystem that take ten-plus years to build and are not portable.

4.5.4   Local execution capacity.

Active operating capacity in the U.S. market: stadium operations, matchday operations, community engagement, local sponsorship execution, supporter group relations, ground-game capability.

4.5.5   Canada Contribution Framework.

Kickin' Assets brings Canadian pathway access — the League 1 Canada operating context, men's and women's pathway rights, CPL pipeline relationships, and government-relations infrastructure — under the separately documented Kickin' Assets Canada Contribution Framework.

4.5.6   Sat Dhinsa — active operating commitment.

Sat Dhinsa commits active operating time into the JV from Closing forward. Attributed value: US$1,500,000.

4.6   Aggregate Contributed Value at the Floor.

Figure 2. Five contributed-value blocks against the US$10.0M offer floor and US$11.4M aggregate.

All attributed values in this Section 04 are internal estimates derived from open-market comparable rates and APX management assessment; they are not the product of independent third-party appraisal.

4.7   The Floor Logic — Why US$10,000,000 is Conservative.

The aggregate contributed-value ledger above totals US$11,400,000 at the conservative attribution applied to each block. The US$10,000,000 Agreed Post-Closing Valuation set out in this Offer sits US$1,400,000 below the aggregate contributed-value floor. That positioning is deliberate.

4.7.1   The strategic-accommodation framing.

The US$10,000,000 valuation is not a market-clearing valuation. It is a strategic accommodation, set deliberately below the documented contributed-value floor, in recognition of the fact that this Offer is extended to two members of the existing América de Cali Intermediary Transition Team, with whom APX and Kickin' Assets have an active and productive working relationship.

4.7.2   The implication for the investor return profile.

At Closing, the Offerees acquire 10.0% of a Platform whose contributed-value ledger documents an aggregate floor of US$11,400,000 — for an aggregate cash subscription of US$1,000,000, of which up to US$500,000 may be funded via the salary-offset mechanism described in Section 10. The mark-to-floor at Closing is favourable to the Offerees from the first day.

4.7.3   The comparison.

A strategic minority position in a comparable platform-stage sports investment vehicle, sourced through the market, would be priced at a meaningfully higher valuation, would not include the Director compensation package documented in Section 10, would not include the salary-offset mechanism, and would not carry the conflicts framework engineered specifically to protect the Offerees' existing Cali Intermediary Transition Team roles. This Offer is set, by design, at terms that do not exist elsewhere in the market.

4.8   Closing Note on the América de Cali Asset.

APX holds the exclusive lead strategic advisory and fundraising mandate for the América de Cali recapitalisation. The Cali transaction is structured to land the post-closing equity with the Cali ownership group through the separate recapitalisation, not through assignment of equity into the JV. The economics of the APX mandate flow to APX and, through APX's contribution to the JV documented at Section 4.1 above, into the Platform. The Offerees' positions on the Cali Intermediary Transition Team are protected by the explicit Cali carve-out in the conflicts framework.

4.4 — The integrated talent value chain (academy → first team → transfer → image rights → post-career)

5. The Founding Pipeline

The Platform launches with three active assets that exercise different parts of the capability stack. América de Cali validates cross-border institutional execution under the APX mandate. Everett and Eugene validate U.S. operator-side franchise access through the USL Championship pathway and form the anchor for the Platform's representation business.

5.1   América de Cali — founding cross-border mandate.

América de Cali is one of Colombia's most decorated football clubs. Founded in 1927 in Santiago de Cali, the club has won fourteen Liga BetPlay titles, reached three consecutive Copa Libertadores finals between 1985 and 1987, and carries an estimated national fanbase exceeding twenty-five million supporters. APX holds the exclusive lead strategic advisory and fundraising mandate. The mandate is comprehensive and deploys all six APX pillars simultaneously. The economics of the mandate flow to APX, with the Cali equity landing with the Cali ownership group via the recapitalisation; APX's mandate economics flow into the Platform through the APX contribution detailed at Section 4.1.

5.2   Everett, Washington — USL Championship pathway.

Everett is the Platform's first U.S. franchise asset, sourced through Kickin' Assets's USL Championship relationship infrastructure. APX assigns all its future ownership rights in the Everett transaction to the JV at Closing.

5.3   Eugene — USL Launch 2027.

Eugene is the Platform's second U.S. franchise asset, also sourced through Kickin' Assets, with a 2027 USL launch target. The two franchises form a paired-pathway U.S. operating footprint. APX assigns all its future ownership rights in the Eugene transaction to the JV at Closing.

5.4   Forward pipeline architecture.

Beyond the founding three, the Platform is structured to absorb additional opportunities across a vertically integrated four-region footprint. Canada functions as the development layer, supported by Kickin' Assets's Canada Contribution Framework. The United States is the professional pathway, anchored by Everett and Eugene. South America is the competitive market and talent factory, with América de Cali as the founding mandate. Europe is the monetisation and exit layer.

6. Player Representation — A Vertically Integrated Profit Centre

The Platform is structured to vertically integrate club ownership with a separately licensed Player Representation business. This is not a peripheral activity. It is a deliberate strategic decision that materially expands the Platform's revenue surface, creates one of its highest-margin profit centres, and produces a structural advantage that neither pure-play multi-club operators nor pure-play agencies can replicate.

6.1   Why representation, and why now.

Player representation is a regulated activity governed at the global level by FIFA, at the national level by federations including the FA in England, RFEF in Spain, FCF in Colombia, CBF in Brazil, AFA in Argentina, US Soccer, and Canada Soccer, and — currently subject to litigation pause — by the FIFA Football Agent Regulations. Representation economics historically run three to ten percent of player contract value and transfer fees. The Big Five European leagues alone generated an estimated EUR 700 million-plus in agent commissions in the most recent disclosure cycle.

6.2   Representation revenue logic.

The representation profit centre is structured around four economic layers: (1) recurring agent commissions on player contracts (three to ten percent of contract value); (2) transfer-event commissions on intra-portfolio and exit transfers; (3) image rights and sponsorship fees (ten to twenty percent of player commercial earnings); and (4) post-career commercial work. Indicative aggregate representation revenue under base-case execution scales from approximately US$0.3 million in Year 1 to US$1.5 million by Year 3 to US$3.5 million by Year 5, consistent with the projections set out in Section 08.

6.3   Conflicts architecture — engineered for legitimacy.

The architecture has four pillars: (1) separately licensed entity for representation activities operating under formal information-barrier protocols; (2) written disclosure and informed consent on any matter where a Platform-controlled club is a counterparty to a player represented by the Platform's representation business; (3) an explicit recusal mechanic preserving the Platform's economic rights while removing conflicted personnel from individual decisions; and (4) annual compliance certification by representation personnel.

7. The Future — Where the Platform Goes

7.1   Market context.

The professional sports franchise category has evolved from a trophy-asset hobby into one of the most compelling institutional investment categories in the global capital markets. Aggregate enterprise value of the four major North American leagues grew from approximately US$100 billion in 2012 to over US$400 billion by 2025 — approximately eleven percent compound annual appreciation across the asset class over the thirteen-year period.

Figure 3. Big-4 North American league aggregate enterprise value 2012 to 2025.

PwC and Deloitte estimated the global sports industry at US$500 to US$620 billion per year by 2025, with digital and streaming segments growing twelve to eighteen percent annually. Four secular tailwinds materially improve the economics of strategically positioned clubs: (1) the streaming distribution reset, with comparable-market media rights uplifts of 200 to 400 percent in current cycles; (2) the legalisation and regulation of sports betting; (3) direct-to-fan monetisation infrastructure capturing twenty to thirty percent incremental revenue; and (4) ESG-aligned institutional capital flowing toward clubs with serious community and youth-development programmes.

7.2   Vision — five years out.

The five-year arc of the Platform is built on four compounding layers. The first is the controlled portfolio of two to four professional and semi-professional clubs across the four-region footprint, anchored by Everett and Eugene in the United States. The second is the separately licensed Player Representation business operating under formal information-barrier protocols, capturing the talent value chain end-to-end. The third is the APXCOIN tokenisation layer. The fourth is the institutional fund layer that scales the Platform to US$50 to US$80 million of deployed capital over the first three years and several hundred million across the five-year horizon.

Figure 4. Four-layer Platform architecture — revenue contribution Y1 through Y5, base case.

8. Business Projections

8.1   Revenue architecture — six lanes.

The Platform's economics are structured across six revenue lanes. Lane one is advisory retainers. Lane two is transaction success fees. Lane three is equity participation and warrants. Lane four is Player Representation. Lane five is token and fan participation products where lawful. Lane six is cross-portfolio commercial and media activations.

8.2   Three-scenario forecast — Year 1 to Year 5.

Figure 5. Conservative, base, and upside revenue scenarios — Year 1 through Year 5.

8.3   Year 5 revenue mix — base case.

Figure 6. Year 5 base-case revenue mix by lane.

8.4   Cash earnings versus enterprise value.

Cash earnings fund operations. Equity participation, club-side holds, image rights and post-career representation, and token-enabled ecosystems create enterprise value that compounds across the five-year arc and beyond. The Platform's terminal value at Year 5 under base case execution is meaningfully above the simple sum of advisory revenue, and the gap between cash earnings and enterprise value is precisely where minority strategic equity positions outperform pure cash compensation arrangements.

9. Why Greg, and Why Wilman

Strategic minority equity is not built from spreadsheets. It is built from the people who, after working alongside them in a real transaction, you decide you want on the long arc. That is what the Cali process has been for us with both of you.

9.1   Greg.

Twenty-five-plus years of global brand and commercial strategy experience, including a decade at Nike leading innovation and strategic expansion, with documented expertise in brand positioning, international partnerships, and commercial optimisation. The same commercial discipline scales naturally from a single club to the Platform's group-level commercial architecture across the multi-club portfolio — and to the image rights and brand-side economics of the Platform's Player Representation business, where commercial sophistication is the difference between average representation books and elite ones.

9.2   Wilman.

Fifteen-plus years of corporate experience as a former player turned entrepreneur, with prior responsibility for operating budgets exceeding US$25 million and documented expertise in technology infrastructure, operational systems, and digital transformation. The same technology and operations stack is the stack the Platform needs to compound across the portfolio — and the player-side credibility that comes from your professional career is a register inside dressing rooms and federations that no agency or club platform can manufacture from outside.

9.3   Together.

The Platform is not inviting you in as passive cap-table lines. It is inviting you in as founding strategic partners — both Directors of the Platform and Strategic Shareholders — with seats at the strategy table, group-level senior advisor mandates that mirror the scope you are already discharging on the Cali Intermediary Transition Team, and equity participation calibrated to reward the long-arc commitment.

10. The Offer — Director Appointment and Strategic Shareholder Subscription

On the foregoing basis, APX Corporation Inc. and Kickin' Assets Sports Inc. invite Mr. Gregory Merrill and Mr. Wilman Vergara, jointly, to join the APX Sports JV in two paired roles: as Directors of the Platform with a defined senior operating mandate at the group level, and as Strategic Shareholders subscribing for ten percent of the Platform. The two roles are paired into a single integrated package. The economics are calibrated across four layers — Director cash base salary, APXCOIN allocation, share options, and Strategic Shareholder equity subscription — with a salary-offset mechanism that allows up to half of each Director's subscription to be funded by salary forgo over the first two years.

10.1   The Two Roles.

Each of you is invited to accept both roles as a paired package. The Director compensation funds, in part, the Strategic Shareholder subscription through the salary-offset mechanism documented at Section 10.4 below.

10.1.1   Director of the APX Sports JV.

Each Offeree is appointed a Director of the Platform from Closing, with a formal board seat at the parent vehicle. The Director mandate at the Platform level mirrors the scope of the Offeree's current position on the Cali Intermediary Transition Team — Greg as Director, Global Commercial Strategy, group-wide; Wilman as Director, Technology and Operations, group-wide — and extends that scope from a single club to the multi-club portfolio and to the Player Representation business. Time commitment: not less than two business days per calendar month, on a non-exclusive basis.

10.1.2   Strategic Shareholder of the APX Sports JV.

Each Offeree subscribes for 5.0% of the Platform on a post-Closing fully-diluted basis (10.0% in aggregate) on the economics set out in Section 10.3 below.

10.2   Director Compensation Package.

The Director compensation package comprises three independent components: cash base salary, APXCOIN allocation, and a share options grant from a Director options pool. The three components are independent of the Strategic Shareholder subscription; they accrue and vest separately.

Figure 7. Director compensation package — three independent components, per Director.

10.2.1   Cash base salary.

Each Director shall receive a cash base salary of US$125,000 per year (US$10,416.67 per month), paid monthly in arrears, plus pre-approved expenses. Aggregate cash base salary across both Directors: US$250,000 per year. The cash base salary is the only Director compensation component eligible for the salary-offset mechanism.

10.2.2   APXCOIN allocation.

Each Director shall receive an APXCOIN allocation equivalent to US$150,000 at the relevant TGE valuation (or, where TGE has already occurred, at the prevailing fair-market reference price). The allocation vests over thirty-six months with a six-month cliff, contingent on continuing Director service. Not eligible for the salary-offset mechanism.

10.2.3   Share options.

A Director options pool of 1.0% of the Platform on a fully-diluted basis shall be reserved at Closing, with 0.5% granted to each of Greg and Wilman. Options vest over forty-eight months with a twelve-month cliff, contingent on continuing Director service, with strike price set at the fair-market value at the date of grant. Customary acceleration applies on a change of control. Not eligible for the salary-offset mechanism.

10.2.4   Director compensation — summary.

10.3   Strategic Shareholder Subscription.

Each Offeree subscribes for 5.0% of the Platform on a post-Closing fully-diluted basis for a cash subscription price of US$500,000 (aggregate across both Offerees: US$1,000,000 cash for 10.0%). The Platform is valued at US$10,000,000 post-Closing (US$9,000,000 pre-money), supported by the contributed-value ledger set out in Section 04. Up to 50% of each Offeree's US$500,000 subscription is eligible to be funded by salary forgo under the salary-offset mechanism at Section 10.4. The Offerees retain full discretion to reallocate the cash and the equity between themselves prior to Closing on any basis they mutually agree.

10.4   Salary-Offset Mechanism.

Up to 50% of each Director's US$500,000 Strategic Shareholder subscription — that is, up to US$250,000 per Director, or US$500,000 in aggregate across both Directors — may be funded by salary forgo rather than by cash payment at Closing. The mechanism converts the cash base salary that would otherwise be paid to each Director (US$125,000 per Director per year) into paid-up subscription capital at the point of accrual. At the contracted salary rate, the full salary-offset of US$250,000 per Director accrues over approximately two years of Director service. The remaining 50% of each Director's subscription (US$250,000 cash per Director, US$500,000 aggregate) is paid at Closing.

Figure 8. Salary-offset funding profile — per Director, over 24 months from Closing.

10.4.1   Mechanic.

Each Director elects, at or prior to Closing, the percentage of the subscription to be funded by salary forgo (between zero and the 50% cap). From and after Closing, the elected percentage of cash base salary is credited directly to the Director's subscription account at the point of accrual, in lieu of payable cash compensation.

10.4.2   Eligible compensation.

Only the Director cash base salary is eligible for the salary-offset mechanism. The APXCOIN allocation is not eligible. The share options grant is not eligible. The mechanism applies only to the cash base salary component of the Director compensation package.

10.4.3   Per-Director scope.

The 50% cap applies to each Director's subscription portion independently. Greg's cash base salary covers up to 50% of Greg's US$500,000 subscription. Wilman's cash base salary covers up to 50% of Wilman's US$500,000 subscription. No cross-funding between the two Directors is permitted.

10.4.4   Tax treatment.

Salary directed into the subscription is forgone cash, not deferred cash. Tax treatment to be confirmed with counsel; likely treated as compensation income recognised at the point of credit. Each Director is responsible for personal tax compliance.

10.4.5   Termination of Director service before earn-in completes.

If a Director ceases the Director role before the salary-offset accrual period completes, the unaccrued portion either (a) converts to a cash subscription obligation due from the Director within thirty days of cessation, or (b) is forfeited at the Platform's election with corresponding pro-rata reduction of the subscription equity, in accordance with the mechanics in the Subscription Agreement.

10.4.6   Subscription funding — summary.

10.5   Indicative Post-Closing Capitalisation.

The capitalisation table below is indicative only and reflects the Strategic Shareholder subscription only (excluding the Director options pool). Final allocations will be set out in the Definitive Agreements.

Figure 9. Indicative post-Closing capitalisation, fully-diluted (excluding the 1.0% Director options pool).

On a fully-diluted basis after the Director options pool is reserved (1.0% aggregate, 0.5% granted to each Director), the pool is carved out from pre-Closing capitalisation so that each Offeree's subscription stake of 5.00% is preserved nominally at Closing; each Director's potential maximum equity position is therefore 5.50% (5.00% subscription + 0.50% options if fully vested), with corresponding pro-rata adjustment to the APX and Kickin' Assets pre-Subscription holdings to fund the pool.

10.6   Investor Protections.

The Strategic Shareholder subscription carries the customary protections of a strategic minority position in a Delaware platform of this character: (a) pro-rata pre-emption rights; (b) tag-along rights in respect of secondary sales by either Offeror representing 25% or more of holdings; (c) drag-along obligations subject to customary minority protections; (d) right of first refusal in favour of the Offerors on Offeree transfers; (e) joint right to designate one non-voting board observer for as long as the Offerees' aggregate beneficial subscription holding (whether or not vested) remains at or above 5.0% on a fully-diluted basis; and (f) information rights covering audited annuals within 120 days of fiscal year-end, unaudited quarterly accounts within 45 days, the annual operating budget and capital plan, and reasonable access to senior management on prior notice.

10.7   Vesting and Lock-Up.

Fifty percent of each Offeree's Subscription Shares vests at Closing. The remaining fifty percent vests in equal monthly instalments over twenty-four months from Closing, contingent on continuing performance of the Director role. Customary acceleration applies on a change of control. Lock-up: thirty-six months from Closing, with carve-outs for permitted transferees and tag-along or drag-along sales.

10.8   Conflicts of Interest — Dual-Role Protocol and Cali Carve-Out.

The combination of the Platform's multi-club ownership with its separately licensed Player Representation business engages restrictions under FIFA, the FIFA Football Agent Regulations, and the rules of national federations. Both Offerees additionally hold operating roles on the Cali Intermediary Transition Team.

The Definitive Agreements will provide for: (a) operation of the Player Representation business through one or more separately licensed entities, with formal information-barrier protocols; (b) written disclosure and informed consent for any matter in which a Platform-related asset (including, where applicable, América de Cali) is a counterparty to a player represented by the Platform's representation business; (c) an explicit carve-out preserving each Offeree's fiduciary, employment, and contractual duties to América de Cali, with a recusal mechanic that preserves each Offeree's economic rights under the Subscription where a conflict arises; and (d) annual compliance certification. Nothing in this Offer requires either of you to act in conflict with your existing Cali duties.

11. Process

We propose a working session at a mutually convenient date, between Adi Cohen and Richard Korhammer for APX, Sat Dhinsa for Kickin' Assets, and the two of you, to walk through the Operating Agreement architecture, the Director compensation package, the salary-offset mechanism, the conflicts protocol, the SPV pipeline, the Player Representation business plan, and the financial model in full. Subject to that session, Definitive Agreements will be drawn up and circulated for negotiation, with Closing to follow on the timing the parties agree.

This Offer sets out headline terms. It is not a binding offer. The economics, governance, conflicts framework, and protections described above will be reflected in Definitive Agreements negotiated in good faith between the parties.

12. Closing

Appendix — Headline Terms at a Glance