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Confidential

APX GROUP
SOLANA TOKEN CREATION & BLOCKCHAIN UNIVERSE FOR
COYOTE VS. ACME (WORKING TITLE)

Exclusive Strategic Offer and Detailed Statement of Work

Summary of Terms

Operational Component Strategic Definition Reference Section
Strategic Commitment 10,000,000 APXCOIN Incentive Treasury Section 1
Blockchain Ecosystem Modular Solana Solution (6 Building Blocks) Section 4
Delivery Roadmap Five (5) Phase Execution Sprint Section 5
Economic Model Performance-Aligned Fee & Revenue Structure Section 9
Incentive Vault 10M APXCOIN Strategic Capital Allocation Section 10
IP & Legal 24-Month Non-Circumvention & IP Retention Section 11

1. Executive Summary

  • Partnership Context. Ketchup Entertainment is evaluating a blockchain activation for the film project commonly referred to as 'Coyote vs. Acme (Working Title)'. APX proposes to act as the exclusive partner responsible for token creation on the Solana blockchain and the controlled build-out of the project's official digital asset ecosystem.
  • Offer Philosophy. This offer is intentionally written as a coherent narrative rather than a list of isolated terms. Each section explains what APX will deliver, why that component matters for a studio-grade title, and how the commercial model aligns incentives while protecting brand and audience trust.
  • Strategic Approach. APX's approach prioritizes (a) brand safety and approvals governance, (b) consumer-friendly onboarding that does not require crypto sophistication, and (c) production-grade technical security. The objective is a credible, officially sanctioned token ecosystem that can be activated in phases as the film timeline, approvals, and marketing windows evolve. This approach ensures that the digital world of Coyote vs. Acme remains within the direct control of the studio and its primary partners, avoiding the common pitfalls of third-party platform dependencies.
  • APX Strategic Capital Commitment: 10,000,000 APXCOIN Incentive Treasury (Currently Valued at approximately 58.4 Million US Dollars) APX is prepared to commit up to ten million (10,000,000) APXCOIN from APX’s own treasury as an incentive and stability resource for this activation. This is a balance-sheet contribution by APX designed to strengthen the credibility of the blockchain program, accelerate fan onboarding, and reduce pressure on the project token supply during the most sensitive public windows.
  • Operational Application. Practically, this incentive pool can be used to fund fan quests, referral rewards, premiere and event access mechanics, curated drops, community moderation incentives, and consumer-protection backstops (for example, make-good credits during incident resolution). Because the incentives are funded by APX rather than by minting additional project tokens, the activation can drive participation while maintaining a disciplined and brand-safe supply policy. The deployment of this capital is an explicit signal of APX’s confidence in the film’s IP and the long-term potential of the token universe being established here.
  • Asset Integrity. For clarity, APXCOIN is a separate APX ecosystem asset. It is proposed here as a utility and incentive currency inside the broader experience layer. All APXCOIN usage is governed by Ketchup approvals, documented distribution rules, and on-chain transparency through a controlled vault described in Section 10. The 10,000,000 APXCOIN treasury represents a significant strategic asset that can be used to navigate the early phases of user acquisition without depleting the core film-linked token supply, ensuring a more stable and institutionally sound economic foundation for the entire program.

    • 2. Objectives and Success Measures

    The purpose of this engagement is not 'a token for the sake of a token'. The purpose is to create a brand extension that supports the film, increases measurable participation, and does not create reputational or legal exposure. This is a business-driven initiative aimed at deepening the relationship between the fans and the intellectual property of 'Coyote vs. Acme'.

    Primary Objectives

    Objective Title Strategic Definition & Intent Operational Consequence
    Project's Official Token Create canonical asset on Solana with supply controls and audited issuance logic. Foundation layer: establishment of immutable supply rules and treasury controls to prevent dilution or misuse.
    Consumer-Facing Utility Develop reasons to hold/use tokens tied specifically to film-aligned experiences. Prevents perception as financial instrument; ensures smooth flows for non-crypto audiences with measurable redemptions.
    Studio-Grade Approvals Design ecosystem to be compatible with IP, messaging, and merchandising constraints. Permissioned content pathways ensure no public feature ships without Ketchup/rights-holder sign-off.
    Fintech Launch Standards Deploy with security, uptime, and incident response standards of professional financial systems. Mitigates headline risk from hacks or failures during peak marketing and attention windows.
    Compliance Hygiene Implement geofencing, optional KYC gating, and strict marketing language controls. Reduces regulatory and reputational risk while keeping fan onboarding smooth and enforceable.

    Success Measures (KPIs)

    APX help Ketchup set targets for these KPIs during Phase 0. The intent is to measure real participation and sustained engagement, not vanity metrics such as short-term price movement or trending topics. Where possible, KPIs will be instrumented directly from on-chain and platform telemetry. APX recommends that Ketchup define success in measurable outcomes rather than vanity metrics. The KPIs below are examples and will be refined during Phase 0 Discovery.

  • Verified participant conversion rate from campaign traffic into eligible wallets or custodial accounts. What this measures: Conversion is the single best indicator of onboarding quality. APX will measure funnel steps from campaign click-through to an eligible wallet or account, and identify drop-off points so Ketchup can improve messaging and UX rather than guessing.
  • Active token utility usage (redemptions, access-gate activity, event participation) measured weekly. What this measures: This KPI proves the ecosystem is being used as designed. APX will track redemptions, access events, and participation actions in a weekly cadence to detect whether utility is compelling or needs iteration.
  • Secondary ecosystem health indicators such as holder distribution, velocity, and abnormal concentration risk. What this measures: APX will monitor concentration risk, unusual clustering, and abnormal liquidity behavior that could create reputational issues.
  • Customer support ticket volume and resolution times during launch windows. What this measures: Support load is a real cost center and a proxy for product clarity. APX will operate launch-period triage and produce a pattern analysis report to reduce tickets over time.
  • Security posture metrics including time-to-detect and time-to-remediate for incidents. What this measures: APX will treat incidents as measurable operational events. Time-to-detect and time-to-remediate are tracked because they correlate with real-world headline risk.

    • 3. APX Understanding of the Project Context

  • Strategic Sensitivity. Entertainment-linked blockchain initiatives are unusually sensitive for three reasons. First, IP and approvals are complex: there may be multiple stakeholders with different approval rights. Second, the public is unforgiving: fan communities can turn hostile if they believe the experience is exploitative or poorly executed. Third, the regulatory environment is evolving: marketing language that is normal in crypto can be unacceptable in an entertainment consumer context. APX understands these nuances deeply and has built its delivery model around mitigating these specific risks. We are here to act as a buffer and a bridge between the high-speed world of blockchain and the structured, brand-conscious world of film production.
  • Controlled Brand Extension. APX is structuring this offer so the blockchain ecosystem can be delivered without becoming a liability. The scope is framed as a controlled, permissioned brand extension that produces measurable business outcomes and protects the film brand. We recognize that the film project 'Coyote vs. Acme' has its own history, fanbase, and production narrative that must be respected and enhanced by any digital activation.
  • Working Assumptions & Flexibility. This proposal is designed to remain valid under common variations in film production and distribution timelines. Where assumptions must be confirmed, APX flags them as gating items so Ketchup can make deliberate decisions rather than discovering constraints after build starts. Our flexibility is matched by our rigor in documenting the starting point of the engagement.
  • Gating Item Examples. Example gating assumptions include: (a) Ketchup has authority to commission an official token and related digital experiences; (b) any required studio or rights-holder approvals can be obtained on a predictable cadence; and (c) Ketchup will designate an authorized approver for IP and messaging decisions. These assumptions are critical to maintaining the delivery timelines outlined in the Statement of Work.

    • 4. Proposed Solana Solution Overview

    APX proposes a single official token (the 'Token') deployed on Solana, supported by a suite of consumer-facing experiences that create real utility. The token ecosystem is modular: Ketchup can activate more advanced modules over time without rebuilding the foundation. The choice of Solana is deliberate, prioritizing speed, low fees, and energy efficiency, which are all key considerations for a large-scale consumer launch. The solution consists of six building blocks. Each is designed to stand alone, but they work best as an integrated system under one delivery authority.

    Core Building Blocks

  • 1) Token and issuance controls: Solana-native token with supply controls, vesting logic, lockups, and treasury policies. Why it matters: APX deploys the token, defines who can mint, how treasury is controlled, and how allocations vest. This prevents supply surprises, supports auditability, and protects brand credibility.
  • 2) Utility layer: access gates, redemption logic, and token-enabled actions tied to film experiences. Why it matters: APX implements the mechanisms that give the token purpose: access gates, redemptions, and participation actions tied to film experiences. Utility is designed to be consumer-friendly and enforceable.
  • 3) Distribution and onboarding: fan-ready flows with optional custodial wallets, compliance checks, and streamlined UX. Why it matters: APX builds onboarding flows that work for mainstream audiences. This includes optional custodial pathways, safe wallet education, and eligibility controls that reduce compliance exposure.
  • 4) Marketplace and collectibles (optional): curated digital items that support the narrative universe while avoiding low-effort speculation mechanics. Why it matters: If enabled, APX delivers curated digital items that reinforce the film universe while avoiding low-quality speculation dynamics.
  • 5) Analytics and operations: dashboards, monitoring, incident response, and upgrade process. Why it matters: Analytics and operations are what keep the ecosystem healthy after launch. APX will instrument the system, monitor abnormal behavior, and produce operational reporting.
  • 6) APXCOIN incentive treasury (APX funded; optional but recommended): a controlled incentive pool used to bootstrap fan participation, partner campaigns, and utility adoption without inflating the project token supply. Why it matters: The single fastest way to prove legitimacy in entertainment blockchain is to show you can fund the ecosystem responsibly.

    • 5. Scope of Work and Delivery Phases

    APX delivers the ecosystem through a staged model that reduces risk and creates decision points. Each phase produces concrete deliverables and a go/no-go checkpoint so Ketchup retains control over timing and approvals. This structured methodology ensures that all stakeholders remain aligned from discovery to long-term operations. Deliverables and what they mean are detailed below.

    Phase 0 - Discovery, Requirements, and Gating

  • Stakeholder alignment workshop: APX conducts a structured workshop with Ketchup leadership, marketing, legal, and technical stakeholders to lock the objective, audience, and constraints.
  • Approvals map and authority confirmation: APX documents who approves what (IP usage, messaging, creative assets, token naming, and launch announcements) and what evidence is required.
  • Risk register and mitigation plan: APX produces a risk register covering regulatory, IP, brand, technical, and operational risks.
  • Launch sequence recommendation: APX proposes a phased launch plan that starts with low-risk utility and expands once stability is proven.

    • Phase 1 - Token Design, Compliance, and Technical Spec

  • Token blueprint and naming rules: APX defines token identity, metadata standards, and naming constraints for official representation.
  • Allocation model and vesting schedule: APX drafts the allocation breakdown, lockups, vesting, and treasury operating policy.
  • Utility specification: APX converts creative concepts into executable utility rules and anti-abuse protocols.
  • Compliance guardrails: APX drafts eligibility rules, geofencing options, and marketing language restrictions.

    • Phase 2 - Core Build and Security Hardening

  • Token deployment in controlled environments: APX deploys in development and test environments first, with deterministic builds.
  • Treasury controls and multisig configuration: APX sets up treasury custody, signer policies, spending limits, and emergency controls.
  • Utility mechanisms implementation: APX builds the first approved utility features, integrates redemption logic, and implements anti-abuse measures.
  • Security hardening and threat modeling: APX performs threat modeling, transaction simulation, and pre-launch security testing.

    • Phase 3 - Launch, Activation, and Public Readiness

  • Production deployment and go-live checklist: APX executes production deployments using a controlled runbook.
  • Launch operations room: APX runs a structured launch window with defined roles, escalation paths, and decision authority.
  • Public support and incident triage: APX provides support coverage during launch windows and rapid bug remediation.

    • Phase 4 - Operations, Reporting, and Iterative Expansion

  • Ongoing monitoring and maintenance: APX continues telemetry, security monitoring, and operational maintenance across the ecosystem.
  • Monthly reporting and recommendations: APX provides a monthly report covering KPIs, ecosystem health, and recommended product changes.
  • Treasury operations support: APX supports treasury operations including controlled transfers, reconciliation, and reporting.

    • Consolidated Deliverables Matrix

    DeliverableWhat APX ProvidesWhy it matters / acceptance
    Official Solana token deploymentCanonical token creation, verified metadata, supply controls, and documented mint authority policy.Prevents fragmentation; accepted when token is deployed and verified in agreed explorers.
    Treasury custody and controlsMultisig configuration, signer policies, spend limits, and operational runbook.Reduces theft risk; accepted when custody is configured and tested with signed transactions.
    APXCOIN Incentive TreasuryDedicated APXCOIN vault, distribution engine, commitment of up to 10M APXCOIN for fan incentives.Strengthens launch; accepted when vault controls are verified and tranche rules are documented.
    Token allocation and vestingAllocation schedule, lockups, vesting automation, and written rationale.Protects market credibility; accepted when vesting logic is live and auditable.
    Consumer onboarding experienceWallet onboarding flows, optional custodial path, eligibility gating hooks, and UX copy.Enables mainstream users; accepted when flows complete end-to-end in test environment.
    Utility mechanics v1Access gating, redemption rules, participation actions, and anti-abuse controls.Utility creates defensible positioning; accepted when actions execute correctly and logging is complete.
    Monitoring and telemetryDashboards for participation, treasury movements, health indicators, and alerts.Allows operational control; accepted when alerts trigger correctly and dashboards reflect accurate data.
    Security hardeningThreat modeling, transaction simulations, key handling procedures, and pre-launch testing.Reduces exploit risk; accepted when security checklist is completed and issues are remediated.
    Launch runbooks and checklistsProduction deployment plan, rollback plan, incident response playbook, and staffing plan.Launch is an operational event; accepted when runbooks are delivered and rehearsed.

    6. Governance, Approvals, and Brand Controls

    Governance is a critical success factor. The token and its consumer experiences must be treated as an official extension of the film brand. APX proposes a lightweight approvals model that is strict enough to protect IP and messaging, but fast enough to avoid paralyzing execution.

    WorkstreamAPXKetchup (Business)Ketchup (Legal)Studio / Rights-holder
    Token deployment and custodyR/ACCI
    Token naming, branding, and metadataCACA/I
    Utility mechanics approvalRACA/I
    Public messaging and disclosuresCAAA/I
    Launch timing decisionCACI
    Incident responseR/ACII

    Approval Cadence: APX recommends a weekly approvals meeting during build phases and a tighter cadence during launch windows. Decisions are documented in writing and become part of the execution record. Public Communications Discipline: APX will provide a communications guardrail document that defines acceptable phrasing and prohibited claims.

    7. Technical Architecture and Security Model

    APX designs the technical architecture to be production-grade from day one. The system is modular, upgradeable under controlled processes, and built with explicit security assumptions rather than optimism. Supply controls, treasury controls, vesting schedules, and lockups will be enforced using audited logic and multi-signature governance.

    Custody and key management model

  • Treasury custody: Treasury assets will be controlled via multisig with named signers. Ketchup retains ultimate approval authority for treasury movements.
  • Signer segregation: Signers will be segregated by role to prevent single-point compromise. Hardware-backed key storage is required for signer devices.
  • Emergency controls: APX will define an emergency response path, including the conditions under which certain actions are paused or rate-limited.
  • Upgrade and rollback: Upgrades are executed only through change control and rehearsed in test environments. Rollback paths are documented.

    • 8. Compliance, Consumer Protection, and Risk Management

    APX's compliance posture is built around practical risk reduction. The Token is positioned as a utility instrument connected to participation and experiences, not as an investment product. APX will help enforce a marketing discipline that avoids financial-promissory language and sets honest consumer expectations.

    How APX reduces securities and consumer-law exposure

  • Utility-first design: Token mechanics are designed so the token is used for participation and access rather than marketed as a profit opportunity.
  • Eligibility controls: APX supports geofencing and optional KYC gating. Participation can be restricted by jurisdiction or age.
  • Disclosure package: APX will provide plain-language disclosures for users, including risk statements and non-investment positioning.
  • EU considerations (MiCA): Where activation touches EU audiences, APX will align execution with the practical requirements of MiCA-era consumer protection expectations.

    • 9. Commercial Terms and Compensation (Detailed)

    The structure is designed to (a) fund a real delivery team, (b) keep APX fully accountable for outcomes, and (c) align long-term incentives so APX is rewarded only if the ecosystem succeeds. Cash payments ensure engineering and operations are properly funded, while performance participation motivates quality and retention. For clarity, all percentage-based compensation is derived exclusively from the coin venture; APX maintains zero interest or percentage in the revenue of the film itself.

    Economic ComponentProposed StructureBusiness Rationale
    Upfront Discovery RetainerUSD 150,000 (Phase 0)Secures immediate team; credited 50% against build. Ensures Phase 0 rigor.
    Core Build Fee (Phase 2)USD 1,250,000 (Market coins)Funds engineering tranches; Solana token program, security hardening.
    Operations Retainer (12 mo)USD 85,000 / Month in Market CoinsMaintains uptime, security, incident response, and governed upgrades.
    APXCOIN Treasury ContributionUp to 10M APXCOINStrategic contribution to fund fan incentives without inflating project supply.
    Token Allocation (APX)15% of total supply (Coin Venture Only)Aligns long-term upside; subject to lockups and 36-month vesting.
    Primary Asset Revenue Share30% of gross receipts (Coin Venture Only)Applies to initial sales and in-universe drops. APX drives this performance.
    Secondary Royalties Share20% of gross royalties (Coin Venture Only)Applies to marketplace activity velocity and brand quality maintenance.
    Commerce Share10% of net commerce revenue (Coin Venture Only)Applies where token utility drives conversion/redemption for goods.
    Performance BonusesUp to USD 750,000Incentivizes measurable outcomes: retention, conversion, and uptime.

    Commercial components explained

  • A. Discovery Retainer (Phase 0): Secures capacity and pays for the gating work. Includes token intent memo, approvals map, risk register, and architecture outline.
  • B. Core Build Fee (Phase 2): Funds engineering of on-chain and off-chain components. Milestone-based payment against objectively verifiable progress.
  • C. Operations Retainer (Phase 4): USD 85,000 / Month in Market Coins. Prevents ecosystem degradation. Includes monitoring, security patching, governed upgrades, and communications guardrail support.
  • D. Token Allocation (15%): Participation is restricted to the coin venture supply only. Subject to 12-month cliff and 36-month linear vesting. APX signals commitment to the project's long-term health.
  • E. Revenue Share Participation (Coin Venture Only): APX participates because APX is directly responsible for building the mechanisms that generate that revenue. This participation expressly excludes any theatrical, broadcast, or traditional distribution receipts from the film itself.
  • F. Minimum Guarantee and True-Up: If total cash paid in first 12 months is below USD 2,500,000, Ketchup will pay a true-up. Ensures delivery unit dedication.

    • 10. APXCOIN Incentive Treasury Plan

    APX will contribute up to 10,000,000 APXCOIN for fan incentives and ecosystem activation. This allows meaningful fan programs without inflating the project token supply. Distributions are executed against pre-approved reward schedules via a multisig vault containing Ketchup signers.

    Program UseAllocationWhat it EnablesControls and Approvals
    Fan onboarding rewards3,500,000 APXCOIN (35%)
    ($20,440,000)    		Quest completions, referral rewards, community participation programs.Rules approved by Ketchup; per-user caps; anti-bot monitoring.
    Experience redemptions1,500,000 APXCOIN (15%)
    ($8,760,000)    		Access gates for events, merch drops, backstage-style experiences.Redemption catalog approved in advance; inventory limits.
    Retention programs1,500,000 APXCOIN (15%)
    ($8,760,000)    		Sustained engagement (seasonal quests, milestones).Tranche releases tied to KPIs; pause rights if abuse detected.
    Partner bounties1,000,000 APXCOIN (10%)
    ($5,840,000)    		UGC bounties, community moderation, partner cross-promotions.Selection and creative approvals by Ketchup; no pay-for-hype.
    Liquidity support1,000,000 APXCOIN (10%)
    ($5,840,000)    		Optional support for healthy market mechanics and reward flows.Strict non-manipulation policy; requires written approval.
    Incident make-good1,000,000 APXCOIN (10%)
    ($5,840,000)    		Fast resolution tools for support incidents or fraud disputes.Used only under defined triggers; dual approval required.
    Innovation grants500,000 APXCOIN (5%)
    ($2,920,000)    		Small grants to build integrations or community utilities.Approved scope and acceptance criteria; deliverables-based.

    11. Exclusivity, IP, Confidentiality, and Legal Terms

    Legal Category Detailed Provision & Strategic Intent Operational Scope / Rationale
    Exclusivity Ketchup appoints APX as the exclusive provider for token creation on Solana. No parallel vendors for similar work during the term. Ensures a single source of truth and prevents fragmented token messaging. APX is solely accountable for project outcomes.
    Non-Circumvention Ketchup agrees not to circumvent APX by re-engaging APX-introduced vendors or service providers for 24 months. Protects the integrity of APX’s delivery network and the strategic investments made in specialized project partners.
    Intellectual Property Ketchup retains all film IP and trademarks. APX retains ownership of pre-existing tools. Token code licensed to Ketchup for project lifecycle. Clear segregation of brand assets vs. underlying technical frameworks. Protects Ketchup's control over the Coyote vs. Acme IP.
    Confidentiality Both parties maintain strict confidentiality regarding technical details, economics, and non-public project information. Paramount for protecting sensitive film IP and strategic build-out details. Announcements require mutual written approval.
    Term and Termination Initial term of 12 months, automatically renewable. Either party may terminate for material breach with notice and cure period. Provides a stable framework for long-term collaboration. Revenue share obligations survive termination for completed work.
    Limitation of Liability APX's aggregate liability is limited to amounts paid in the 6 months preceding the claim, excluding fraud or willful misconduct. Standard risk allocation for technology delivery. Neither party is liable for indirect or consequential damages.