Part A
Commercial Terms
Sections 1–12. Engagement overview, fees, retainer, success fees, equity, APXCOIN treasury, TRIBE token venture, capital raising, services scope, expenses, exclusivity.
AStrategic Snapshot
| Term | Indicative Detail | Reference |
|---|---|---|
| Engagement Term | 9 Months from the Effective Date | §9 |
| Monthly Retainer | USD 18,000 per month | §8 |
| Total Retainer | USD 162,000 across the engagement | §8 |
| Success Fee | 7.5% flat on gross cash proceeds raised from APX-introduced investors | §8 |
| Capital Raise Target | USD 6,000,000 growth-capital round | §1 |
| APXCOIN Escrow | USD 3,000,000 equivalent in milestone-controlled escrow | §7 |
| Token Venture (TRIBE) | Included as full integrated layer | §8 |
| Equity Alignment | Advisory equity or warrant package (1.0% fully-diluted indicative target), terms in Definitive Documentation | §8 |
Summary of Terms
This table converts the core commercial terms into a direct navigation layer. Every cell is actionable and jumps to the relevant operative section.
| Term | Indicative Position | Operational Meaning | Reference |
|---|---|---|---|
| Engagement Term | 9 months | Indicative term from the Effective Date. | §9 |
| Monthly Retainer | USD 18,000 / month | Base retainer for the engagement period. | §8 |
| Monthly Expense Threshold | USD 2,000 / month | Third-party costs above this require prior written approval. | §8 |
| Success Fee | 7.5% flat | On gross cash proceeds raised from APX-introduced investors. | §8 |
| Performance Bonus | Up to USD 250,000 | KPI-linked, payable per milestone schedule. | §8 |
| Equity Alignment | 1.0% fully-diluted indicative | Advisory equity or warrant package, terms in Definitive Documentation. | §8 |
| APXCOIN Escrow | USD 3,000,000 equivalent | Milestone-controlled, eight tranches. | §7 |
| Token Activation Fee | USD 100,000 | USD 60K cash + USD 40K equivalent in created tokens. | §8 |
| Core Build Fee | USD 850,000 | 10% cash / 90% in created TRIBE Tokens. | §8 |
| Tail Period | 6 months post-term | APX retains attribution on introduced investors and TRIBE launch upside. | §9 |
| Exclusivity | Tokenization & fundraising | APX is exclusive partner during the engagement for these scopes. | §9 |
| Governing Law | To be agreed in Definitive Documentation | Engagement governed by the chosen jurisdiction. | §10 |
PART A
Commercial Terms
Sections 1–12 cover engagement overview, fees and payment, success fees, equity participation, APXCOIN treasury commitment, TRIBE token venture, token economics, capital raising, services included and excluded, expenses, and exclusivity.
SECTION 1
1. Engagement Overview
| TERM | INDICATIVE DETAIL |
|---|---|
| Parties | APX Group ("APX" or "Advisor") and Tampon Tribe, Inc. ("TT" or "Company") |
| Engagement Type | Comprehensive multi-layer strategic partnership across 5 integrated pillars. APX runs fundraising, tokenization, operating architecture, and growth execution in one program — workstreams reinforce one another, governance protects execution, and accountability runs through cadence, deliverables, and measurable business functions. |
| Term | 9 months from the Effective Date |
| Scope Pillars | 1) Fundraising Activity 2) Tokenization (TRIBE Token Creation) 3) Retail Expansion (North America and Worldwide) 4) Token-Driven Client Engagement 5) Client Acquisition, Community, and Fan Engagement |
1.1 APX Commitments
| COMMITMENT | INDICATIVE DETAIL |
|---|---|
| Fundraising & Capital Formation | Full-scope capital strategy, investor materials, data room, investor targeting, meeting preparation, term negotiation support, and closing coordination for the $6M growth capital round |
| Token Creation & Ecosystem Design | Complete Solana-native token architecture including concept, utility logic, ecosystem design, community framework, compliance posture, and deployment roadmap for the TRIBE Token |
| Advisory Board Appointment | Adi Cohen: capital formation strategy, investor and partner introductions, category positioning, token ecosystem guidance, and governance design |
| 9-Month Execution Program | Fundraising readiness, token design and deployment, digital marketing infrastructure, brand positioning, and operational governance across all workstreams |
| APXCOIN Commitment | USD 3,000,000 equivalent in APXCOIN, locked in milestone-controlled escrow for marketing, customer acquisition, community activation, and ecosystem development |
| Compliance-First Approach | Documentation standards, governance frameworks, and regulatory-aware token design for sophisticated investors and institutional partners |
SECTION 2
2. Fees and Payment
| TERM | INDICATIVE DETAIL |
|---|---|
| Monthly Retainer | USD 18,000 per month |
| Payment Schedule | Monthly during the base engagement |
| Total Retainer | USD 162,000 over the 9-month engagement |
| Currency | United States Dollars (USD) |
| Pre-Approved Expenses | Third-party costs above USD 2,000 per month require prior written approval |
SECTION 3
3. Success Fees
| COMPONENT | INDICATIVE DETAIL |
|---|---|
| Base Success Fee | Flat 7.5% of gross cash proceeds raised from investors introduced, sourced, or directly coordinated by APX |
SECTION 4
4. Equity Participation
| TERM | INDICATIVE DETAIL |
|---|---|
| Equity Alignment | Advisory equity or warrant package to be negotiated in definitive documents, with an indicative target of 1.0% of fully diluted equity vesting across the engagement or against milestones |
SECTION 5
5. APXCOIN Treasury Commitment
APX will allocate USD 3,000,000 equivalent in APXCOIN from its treasury as a structured commitment to Tampon Tribe. This allocation is not a substitute for cash engagement fees. It is a balance-sheet contribution by APX designed to strengthen the credibility and operational capacity of the partnership. This escrow is separate from, and additional to, the up-to-10,000,000 APXCOIN treasury activation reserve described under the Token Venture Economics, which activates only if the token venture launches.
5.1 Escrow Purpose
| PURPOSE | INDICATIVE DETAIL |
|---|---|
| Marketing Campaign Funding | Digital advertising, content promotion, and brand awareness initiatives where token-based incentives add value |
| Customer Acquisition Incentives | Rewards for new customer onboarding, referral completions, subscription enrollment, and community participation |
| Community Activation | Sustainability challenges, advocacy campaigns, UGC bounties, and community governance incentives |
| Strategic Partnership Development | Incentive structures for key partnerships with hospitality groups, retail distribution partners, and co-marketing allies |
| Ecosystem Liquidity Support | Strategic reserve enabling healthy market mechanics and reward flows within the TRIBE Token ecosystem |
5.2 Milestone-Controlled Escrow Schedule
| MILESTONE | RELEASE | CUMULATIVE |
|---|---|---|
| Engagement Agreement Execution | $150,000 (5%) | $150,000 |
| Phase 1 Completion: Strategy + Diligence | $300,000 (10%) | $450,000 |
| Investor Materials + Data Room Approved | $300,000 (10%) | $750,000 |
| Token Blueprint Approved by Company | $450,000 (15%) | $1,200,000 |
| First Investor Term Sheet Received | $300,000 (10%) | $1,500,000 |
| Capital Round Closed ($6M Target) | $600,000 (20%) | $2,100,000 |
| TRIBE Token Launch on Solana Mainnet | $450,000 (15%) | $2,550,000 |
| 6-Month Post-Launch KPI Achievement | $450,000 (15%) | $3,000,000 |
5.3 Deployment Principles
| PRINCIPLE | INDICATIVE DETAIL |
|---|---|
| Milestone Control | Releases strictly controlled by objective milestone achievement verified through the governance process |
| Utility Focus | All deployments focused on genuine utility creating measurable business value, avoiding speculative dynamics |
| Compliance-First | Deployments align with applicable regulations, platform policies, and ethical standards |
| Transparency | Clear documentation of allocation decisions and performance outcomes |
5.4 Program Allocation Framework
| PROGRAM CATEGORY | ALLOCATION | PURPOSE |
|---|---|---|
| Digital Marketing + Paid Campaigns | 35% | Performance marketing, brand awareness, content promotion |
| Customer Onboarding + Referral | 15% | New customer rewards, referral bonuses, subscription incentives |
| Community Activation | 15% | UGC campaigns, sustainability challenges, governance participation |
| Hospitality-to-D2C Bridge | 10% | Hotel guest conversion, QR rewards, amenity-to-subscriber programs |
| Retail Launch Support | 10% | In-store promotions, retail buyer incentives, distributor activation |
| Strategic Partnerships | 10% | Co-marketing, cross-brand collaborations, institutional partnerships |
| Ecosystem Reserve | 5% | Contingency, market making support, unforeseen opportunities |
SECTION 6
6. Token Venture (TRIBE)
| TERM | INDICATIVE DETAIL |
|---|---|
| Status | INCLUDED as a full integrated layer of the partnership |
| Blockchain | Solana |
| Token | TRIBE utility token |
| Scope | Token venture design, tokenomics, compliance framework, and launch strategy through blueprint stage; technical build, launch, and post-launch are separately scoped under Token Venture Economics |
| Integration | Token Venture is integrated across all 5 pillars, not a standalone workstream |
| Phase | Two-phase. Phase One sets thesis, use cases, governance, data model, and rollout (blueprint stage, included in retainer). Technical build, launch, and post-launch follow only after counsel review, brand approval, vendor selection, and capital alignment — disciplined growth layer, not speculative pivot |
SECTION 7
7. Token Venture Economics
Two-layer commercial structure. Layer one is the base mandate — fundraising, infrastructure, and token blueprint to decision-ready, covered by the monthly retainer. Layer two is the defined token-venture build, launch, and post-launch — governed by the economics below, which are explicit and separate from the retainer. APX has no claim on ordinary operating revenues except where the token venture creates a stream.
| COMPONENT | INDICATIVE DETAIL |
|---|---|
| Token Activation Fee | USD 100,000 (USD 60,000 cash + USD 40,000 equivalent in created tokens) |
| Core Build Fee | USD 850,000 equivalent (10% cash, 90% created tokens); payable 40% at kickoff, 30% at test environment, 30% at production launch |
| APX Treasury Contribution | Up to 10,000,000 APXCOIN as APX-funded strategic reserve for activation, rewards, and ecosystem support |
| APX Token Allocation | 10% of total token-venture supply, 12-month cliff, 36-month linear vesting |
| Primary Revenue Share | 20% of gross receipts from token-venture primary sales, tokenized memberships, or authorized launch drops |
| Secondary Royalties Share | 10% of gross royalties or comparable recurring marketplace receipts |
| Token-Linked Commerce Share | 7.5% of net commerce revenue from token-gated or token-triggered experiences |
| Performance Bonus | Up to USD 250,000 based on written KPI triggers (retention, conversion, uptime, launch-performance milestones) |
Token-venture percentages are restricted to the token venture only. They do not apply to TT standard D2C, hospitality, B2B, private-label, wholesale, Amazon, or general equity financing revenues.
SECTION 8
8. Investment and Capital Raising
| TERM | INDICATIVE DETAIL |
|---|---|
| APX Role | Fundraiser Lead and anchor investor coordinator |
| Raise Target | USD 6,000,000 growth capital |
| Success-Fee Scope | Success fee applies to gross cash proceeds raised from investors introduced, sourced, or directly coordinated by APX |
| Exit Horizon | Strategic planning window to be defined in definitive documents |
| Investor Relations | APX manages investor communications, data room preparation, and due diligence coordination |
SECTION 9
9. Services Included in Retainer
| SERVICE | INDICATIVE DETAIL |
|---|---|
| Capital Formation | Capital strategy, investor positioning, materials development, diligence preparation, investor process management, and transaction coordination |
| Brand & Commercial Strategy | Omnichannel growth, retention infrastructure, community architecture, content logic, and KPI designRetail Expansion (NA & Worldwide)Brand and narrative operating system, channel-specific commercial planning (D2C / hospitality / wholesale / private-label), digital and data infrastructure, hospitality-to-D2C bridge, and partnership development |
| Token Blueprint | Token concept development, utility architecture, governance design, rollout sequencing, and tokenized engagement planning through blueprint stageToken-Driven Client EngagementMembership-oriented, utility-led engagement architecture: customer relationship design, real-world conversion (hospitality / retail → D2C), and retention/data value once token is gated and launched |
| TRIBE Token Client & Fan Engagement | Distinct client acquisition, community, and fan engagement planning service tied to the TRIBE Token ecosystem — audience strategy, launch marketing, client building, and post-launch optimization |
| Operating Cadence | Weekly and monthly operating cadence, reporting structures, and strategic management support for the duration of the engagement |
SECTION 10
10. Services Excluded from Retainer
| EXCLUSION | INDICATIVE DETAIL |
|---|---|
| Legal / Tax / Audit | Legal, tax, audit, or regulatory advisory work performed by third-party counsel or advisors |
| Paid Media / Marketing Spend | Paid media spend, channel advertising budgets, creative production budgets, influencer fees, or other out-of-pocket marketing expenditure |
| Technical Development | Smart contract engineering, third-party technical development, security audits, custodial services, KYC tooling, or platform licensing fees not in a signed implementation work order |
| Travel / Extraordinary Expenses | Travel or extraordinary third-party operating expenses unless approved in advance in writing |
SECTION 11
11. Expenses
| TERM | INDICATIVE DETAIL |
|---|---|
| Pre-Approval Threshold | Third-party costs above USD 2,000 per month require prior written approval from TT |
| Token-Phase Threshold | Third-party token-phase expenses above USD 2,000 per month only if pre-approved |
| Reporting | Weekly expense reporting by APX to TT |
| Reimbursement | Reasonable, documented business expenses reimbursed per the Agreement terms |
SECTION 12
12. Exclusivity
| TERM | INDICATIVE DETAIL |
|---|---|
| Scope | APX holds exclusive engagement rights for tokenization design and for fundraising outreach to investors introduced, sourced, or coordinated by APX |
| Duration | Co-extensive with the Agreement term (9 months) |
| Carve-Out | Subject to carve-outs for pre-existing relationships disclosed by Tampon Tribe |
| Restriction | Subject to the carve-out above; APX serves as exclusive advisor for tokenization design and as exclusive fundraising advisor for investor outreach conducted directly through APX channels |
| PART BLEGAL TERMS |
|---|
PART B
Legal Terms
Sections 13–17 cover intellectual property, confidentiality, liability and indemnification, engagement terms and termination, and governing law and disputes.
SECTION 13
13. Intellectual Property
| TERM | INDICATIVE DETAIL |
|---|---|
| Work Product Ownership | TT owns all work product and deliverables upon full payment of applicable fees |
| APX Retained Rights | APX retains ownership of its pre-existing frameworks, methodologies, tools, and proprietary know-how |
| License | APX grants TT a use license for engagement purposes covering APX frameworks embedded in delivered work product |
SECTION 14
14. Confidentiality
| TERM | INDICATIVE DETAIL |
|---|---|
| Obligation | Mutual confidentiality obligations binding on both parties |
| Standard | Each party shall protect the other’s Confidential Information with the same degree of care as its own (no less than reasonable care) |
| Exclusions | Standard carve-outs: public domain, independent development, rightful third-party disclosure, compelled disclosure by law |
| Survival | Confidentiality obligations survive termination of the Agreement |
SECTION 15
15. Liability and Indemnification
15.1 Limitation of Liability
| TERM | INDICATIVE DETAIL |
|---|---|
| Cap | Aggregate liability subject to a customary cap to be agreed in definitive documents |
| Exclusions from Cap | Customary carve-outs (including fraud and wilful misconduct) to be agreed in definitive documents |
| Consequential Damages | Customary mutual waiver of indirect and consequential damages to be set out in definitive documents |
15.2 Indemnification
| TERM | INDICATIVE DETAIL |
|---|---|
| Direction | Customary mutual indemnification provisions to be agreed in definitive documents, with each party indemnifying the other for third-party claims arising from its own acts or omissions |
| Scope | Scope to be set out in definitive documents |
| Procedure | Notice, cooperation, and control-of-defense mechanics to be set out in definitive documents |
SECTION 16
16. Engagement Terms and Termination
| TERM | INDICATIVE DETAIL |
|---|---|
| Term Duration | 9 months from the Effective Date |
| For Cause Termination | Either party may terminate upon material breach by the other party, subject to written notice and a customary cure period to be agreed in definitive documents |
| No Guarantee | APX commits to execution, process discipline, and outreach effort; does not guarantee financing closes, investor participation, or token launch |
| Effect of Termination | Accrued obligations, payment for services rendered, and IP transfer (upon payment) survive termination |
| Tail / Survival | Survival clause covering confidentiality, IP, indemnification, limitation of liability, success-fee provisions, and governing law |
| Legal Position | Any token design or launch activity remains subject to counsel review, jurisdictional analysis, and final business approval |
SECTION 17
17. Governing Law and Disputes
| TERM | INDICATIVE DETAIL |
|---|---|
| Governing Law | To be agreed in definitive documents |
| Dispute Resolution | Customary dispute resolution mechanism (forum and rules) to be agreed in definitive documents |
| Arbitration Seat | To be specified in definitive documents |
| Costs | Cost allocation to be agreed in definitive documents |
| Injunctive Relief | Each party reserves the right to seek injunctive or equitable relief on customary terms to be set out in definitive documents |
| PART CCONDITIONS AND PERFORMANCE |
|---|
PART C
Conditions and Performance
Sections 18–20 cover engagement commencement and additional conditions, KPI framework, and execution phases.
SECTION 18
18. Conditions and Key Terms
18.1 Engagement Commencement Conditions
| CONDITION | INDICATIVE DETAIL |
|---|---|
| Cap Table | Complete and accurate cap table representation (equity, convertible notes, SAFEs, options, warrants, and any other rights to acquire equity) |
| Financial Statements | Audited or reviewed financial statements for 24 months (or detailed unaudited with management representation letters) |
| Investor List | List of all existing investors, board observers, and governance parties relevant to capital formation or term sheet approval |
| Litigation Confirmation | Written confirmation: no pending or threatened material litigation or regulatory investigations |
| Access | Read-only access to management, financial systems, customer data systems, and operating infrastructure as needed |
18.2 Additional Conditions
| CONDITION | INDICATIVE DETAIL |
|---|---|
| Investor Approval | Existing investors with approval rights over major transactions must approve engagement or consent to initiatives |
| Regulatory Counsel | TT engages experienced securities/tokenization counsel of its choice; APX defers to counsel on compliance but will prepare all commercial and strategic documentation |
| Founder Commitment | CEO and COO commit minimum 10–15 hours per week to strategic planning, decision-making, and investor communication |
| Token Governance Post-Launch | APX designs governance framework but does not control voting, treasury, or strategic decisions post-launch |
| Limitation on Advice | APX provides strategic, commercial, financial, and tokenization advisory only; not legal, tax, or accounting advice |
SECTION 19
19. KPI Framework
| KPI CATEGORY | METRIC | TARGET |
|---|---|---|
| Fundraising | Investor meetings scheduled | 20+ qualified meetings |
| Fundraising | Term sheets received | 2–3 competitive offers |
| Fundraising | Capital closed | $6M growth round |
| Token | Blueprint completion | Phase 1 delivery |
| Token | Community pre-registration | 5,000+ signups |
| Marketing | D2C revenue growth | Sustained YoY growth in line with current trajectory |
| Marketing | B2B pipeline conversion | $10M+ converted to revenue |
| Engagement | Token holder adoption | 10,000+ active wallets (post-launch) |
| Governance | Reporting cadence | 100% on-time delivery |
SECTION 20
20. Execution Phases
| PHASE | TIMING | PRIMARY FOCUS |
|---|---|---|
| Stage I: Strategic Foundation & Diligence Readiness | Months 1–2 | Reconcile source materials, sharpen raise strategy, define workstreams. Outputs: capital strategy memo, diligence gap list, workplan, reporting calendar, refined messaging |
| Stage II: Materials, Infrastructure & Channel Architecture | Months 2–4 | Build fundraising materials, investor process infrastructure, channel-growth architecture. Outputs: investor deck, executive summary, FAQ pack, outreach system, marketing and funnel recommendations |
| Stage III: Outreach, Transaction Support & Token Blueprint | Months 4–7 | Run investor outreach, manage diligence flow, support meetings, complete the token blueprint. Outputs: investor pipeline management, diligence coordination, negotiation support, technical token blueprint |
| Stage IV: Activation Readiness & Ongoing Support | Months 7–9 | Support closing, establish investor reporting standards, implement growth systems, prepare for token activation if approved. Outputs: board-style reporting, investor communications rhythm, retention infrastructure, partnership activation |