STRATEGIC INVESTMENT, CAPITAL FORMATION AND PLATFORM DEVELOPMENT OFFER

1. Background, Transaction Context and Strategic Intent

SC3 Global LLC (“SC3”) is currently engaged in an exceptionally high-stakes, time-sensitive process relating to the potential acquisition of Dundee United Football Club (“Dundee United”). This initiative is paired with a parallel, overarching objective: the establishment of a scalable, long-term sports ownership, investment, and infrastructure platform that can serve as a template for global expansion. The acquisition of a professional football club in Scotland—an environment steeped in tradition and fan passion—involves a unique convergence of regulatory oversight from the Scottish FA, intense public scrutiny, deep supporter sensitivity, and commercial complexity. These factors materially distinguish this initiative from conventional private equity or corporate transactions, necessitating a bespoke strategic logic that prioritizes legacy as much as liquidity. We recognize that the acquisition of Dundee United is not merely a financial transaction but a social contract with the city of Dundee and its global fan base. This context demands an execution partner capable of managing the institutional nuances of Scottish football with absolute precision and transparency. Our strategic intent is to move beyond the traditional "single-asset" mindset and create a synergistic ecosystem where media, technology, and sporting performance converge to drive unprecedented value for all stakeholders, ensuring long-term institutional stability and sporting excellence. By leveraging APX's internal media networks and digital ecosystems, we intend to amplify the club's global reach, converting passive supporters into active platform participants through structured engagement mechanisms. This expansion allows the club to maintain competitive advantage across multiple commercial fronts, building a permanent home for professional management in the Scottish game that serves as a benchmark for modern sporting governance, attracting premium institutional co-investment for generations to come. The goal is to ensure that Dundee United remains a central pillar of the community while achieving global commercial relevance through the SC3-APX platform, creating a legacy of sporting success and infrastructure modernization that resonates on an international scale and establishes a new paradigm for how historic sporting institutions are managed in the digital age, providing a definitive roadmap for permanent dominance in the regional market, and serving as a permanent lighthouse for the entire Premiership and the wider global sporting world.

In assessing proposals in this space, Dundee United’s current ownership and their professional advisers—including legal, financial, and sporting consultants—are not focused solely on the headline valuation or the nominal purchase price. Rather, they are evaluating the certainty of execution, the credibility and traceability of funding sources, and the robustness of proposed governance and control structures. They seek assurance regarding the operational preparedness of the proposed ownership group, their reputational stability within the global sporting community, and the genuine seriousness of their long-term stewardship intentions. Proposals that fail to demonstrate institutional discipline, clear capital mechanics, and a credible, well-funded operational plan are routinely discounted, regardless of the face value of the offer. The Scottish sporting authorities prioritize source-of-funds clarity and "fit and proper" tests that exceed traditional corporate diligence, making the selection of an execution partner like APX a critical strategic differentiator for SC3. Our involvement signalizes to the market that SC3 is backed by the institutional rigor necessary to navigate the most complex regulatory environments, providing a "safety first" narrative that sellers find highly appealing and de-risks the entire transaction cycle by removing ambiguity from the source of capital and the durability of the ownership model. We are positioning SC3 as the only candidate capable of satisfying both the commercial and community requirements of this historic club, creating an unimpeachable record of stewardship and financial readiness that is unmatched by rival bidders. This deep-dive evaluation ensures that only the most sophisticated operators gain entry into this elite sporting market, providing the club with the indestructible foundation required for permanent global relevance.

APX Corporation Inc. (“APX”) operates as a premier investment, media, and strategic platform with extensive experience in capital formation, complex transaction structuring, and governance architecture. APX’s involvement is intended to materially enhance SC3’s execution profile by introducing institutional capital logic and integrated platform capabilities that extend far beyond a single asset acquisition. By positioning the Dundee United acquisition within the broader APX strategic ecosystem, we provide a narrative of stability and scalability that appeals to regulators and sellers alike. This interim offer is therefore designed to address immediate execution requirements while preserving maximal strategic flexibility for both parties as the transaction matures. We intend to use Dundee United as the primary catalyst for a wider European sports infrastructure play, leveraging the club's historic brand to open doors for co-investment in related entertainment and real estate ventures. Our intent is not just to own a club, but to dominate a market through sophisticated platform-level synergies that amplify commercial yield and fan engagement across our entire network of assets. This vision is supported by a multi-year capital deployment roadmap designed to insulate the club from short-term sporting volatility while building permanent infrastructure assets that increase long-term enterprise value and ensure the platform's global relevance. We are building the future of sports ownership, starting with the revitalization of Dundee's sporting heritage, transforming it into a high-performance media and infrastructure asset that delivers consistent, institutionally-safe returns for our global partners, ensuring SC3's place at the pinnacle of global sporting conglomerates and establishing a new paradigm for cross-border athletic investment that serves as a permanent lighthouse for the entire Premiership and the wider global sporting world. We are building for permanence, not just for a deal, providing the platform with a stable and visionary leadership group that can navigate any sporting or economic climate with absolute confidence and strategic depth.

2. Nature, Purpose and Structure of the Interim Engagement

The engagement contemplated under this offer is intentionally structured as a hybrid interim arrangement, specifically designed to bridge the gap between initial intent and final execution. It combines the functions of high-level strategic advisory authority, capital formation leadership, governance architecture, and direct economic alignment. This structure reflects the practical reality that fragmented advisory and fundraising processes often lead to misaligned incentives and increased transaction risk. By consolidating these functions under the APX-SC3 partnership, we ensure that every strategic decision is made with an eye toward capital efficiency and execution speed. This "all-in-one" execution framework is designed to eliminate the silos that typically delay sports acquisitions, allowing for a more agile response to evolving negotiation dynamics. This approach ensures that the "deal team" is also the "governance team," providing a seamless transition from acquisition to operation. The depth of this engagement ensures that no detail is overlooked, from the club's debt restructuring to the implementation of its future digital ticketing ecosystem, ensuring that the acquisition is built on a foundation of operational excellence from the outset. We are building a transaction engine that operates with institutional precision, removing the administrative bottlenecks that often derail private-equity-led club purchases and replacing them with a streamlined, results-oriented execution model that prioritizes the health of the club and the platform above all else.

APX is not engaged as a passive consultant delivering discrete, disconnected advisory outputs. Nor is APX acting as a standalone investor operating independently of the execution process. Instead, APX is retained as an embedded execution partner, working in continuous, real-time coordination with SC3’s leadership to design and manage the transaction process. This role involves the deployment of APX’s senior personnel, internal infrastructure, and capital formation capability on an ongoing basis. Responsibility for strategic direction, capital sourcing, and stakeholder narrative is consolidated within a single integrated framework, ensuring that the "story" told to investors is identical to the one told to regulators and supporters. This unified front is essential for maintaining credibility in the face of the intense public and media scrutiny that follows any potential ownership change at a historic club like Dundee United. By embedding our team within your organization, we create a high-velocity feedback loop that allows for rapid adjustment to seller demands or regulatory requests, significantly reducing the probability of "deal fatigue" and ensuring that the momentum remains strictly in our favor throughout the interim period, maximizing our leverage at every stage of the process. We act as your internal corporate development office, but with a global reach and institutional depth that is usually reserved for the top tier of international investment banks.

The primary purpose of this structure is to reduce execution friction and present Dundee United’s advisers with a coherent, institutionally credible counterparty. By having APX manage the capital stack and the platform architecture simultaneously, SC3 can focus on the sporting and community aspects of the club. The interim nature of this arrangement—spanning the initial eight-month period—reflects the parties’ desire to prioritize speed and flexibility over the premature finalization of long-term structural arrangements. It provides a "proving ground" for the partnership, allowing both entities to demonstrate their respective value-adds before committing to a permanent, multi-year joint venture. During this period, we will conduct exhaustive technical and financial audits to ensure that the "Day One" operation is backed by hard data and professional consensus. We are building a partnership built on performance, not just promises, ensuring that the transition from interim to definitive is a victory lap for all parties involved, marked by the successful injection of capital and the launch of our initial platform-wide fan engagement modules. This structured transition provides a clear exit from advisory logic into principal-led ownership logic, maximizing the strategic clarity required for a multi-jurisdictional sports empire and establishing a culture of shared accountability that will be the platform's greatest competitive advantage as it scales across new jurisdictions and sporting disciplines, ensuring our model is both indestructible and universally applicable. We are building for permanence, not just for a deal, providing the platform with a stable and visionary leadership group that can navigate any sporting or economic climate with absolute confidence and strategic depth.

3. Term of Engagement and Execution Objectives

The interim engagement shall formally commence upon the execution of this offer and continue for a fixed period of eight (8) months, referred to as the “Interim Period.” This duration has been carefully calibrated to reflect the realistic timeframe required to navigate the Scottish FA’s "Fit and Proper" review, conduct deep stakeholder engagement, secure capital commitments, and finalize the detailed purchase agreement. Unlike open-ended advisory arrangements that often lead to "analysis paralysis," this eight-month window creates a disciplined environment focused on reaching the closing table. It provides sufficient time for APX to mobilize its capital networks and for SC3 to establish its local operational presence in Dundee. The clock starts upon signing, creating immediate momentum for the transaction workstreams. This period is also essential for aligning the club's sporting department with our data-driven recruitment model, ensuring that the first transfer window under our stewardship is executed with institutional precision and foresight, minimizing the risk of sporting underperformance during the transition and setting a new benchmark for technical operations in the league.

During the Interim Period, APX shall operate in continuous "execution mode." This is not an exploratory or conditional phase; it is an active deployment of resources. APX will dedicate specific senior personnel to the SC3 project, ensuring that the transaction receives the attention required to overcome the inevitable hurdles of a cross-border sports acquisition. Accountability during this period is measured by concrete execution progress—such as the issuance of proof of funds, the completion of due diligence reports, and the securing of investor letters of intent—rather than the mere volume of meetings or slide decks produced. APX is committed to maintaining a high velocity of action throughout these eight months, with bi-weekly executive reviews to ensure all strategic benchmarks are being met without delay. Our team is available to the sellers and regulators in real-time, providing an unmatched level of professional responsiveness that builds deep trust and transaction momentum, effectively removing any competitive "noise" from the process and establishing SC3 as the only credible steward for the club's next chapter, while preparing for a multi-year development cycle that will see the club's commercial and infrastructure assets fully modernized and optimized for the global digital economy. We are building a high-performance culture that will define the club's operation long after the initial acquisition is completed, creating a standard of excellence that permeates every department of the club and establishes Dundee as a flagship for modernized sports stewardship, attracting the best international talent to our shared vision of excellence.

4. Strategic and Investment Advisory Mandate

APX’s strategic mandate is operational and execution-focused. We are not just providing "advice"; we are designing the mechanics of the acquisition and the subsequent platform. This involves a continuous refinement of the acquisition strategy, specifically addressing ownership thresholds that trigger SFA scrutiny, the design of board-level reserved matters, and the establishment of value-creation pathways through infrastructure and digital innovation. APX will lead the coordination of all third-party advisers, ensuring that legal, financial, and sporting workstreams are harmonized. This centralized management style prevents the "strategic drift" that often plagues complex deals, keeping the focus on the long-term scalability of the Dundee United asset. Our advisory role includes the development of a comprehensive "Day One" operational plan, ensuring that the club's staff and supporters see immediate, positive changes upon the ownership transition. We are building a governance moat around the club that ensures its stability for decades, not just seasons, by implementing institutional-grade reporting and decision-making protocols that are currently rare in the league, giving SC3 the ultimate "first-mover" advantage in professionalizing the Scottish sporting landscape, providing a standard of management that ensures the club is permanently aligned with global visionary trends and institutional capital expectations.

A critical component of this mandate is the proactive management of regulatory and reputational risk. The Scottish football environment is highly sensitive to external investment, particularly from non-domestic sources. APX will conduct ongoing analysis of the Scottish FA's evolving governance standards and the broader public-interest considerations. We will design ownership and governance structures that are not only legally compliant but also "optically sound"—addressing the concerns of supporters and the local community before they become obstacles. This involves crafting a stewardship narrative that emphasizes continuity, community investment, and financial stability, ensuring that SC3 is viewed as a responsible, long-term guardian of the club's heritage. We will proactively engage with regulatory bodies to provide clarity on funding structures and beneficial ownership, removing friction before it crystallizes into a deal-risk. Our strategy is built on the concept of "unimpeachable governance," making SC3 the gold standard for external investment in Scottish sport and building a permanent "governance moat" around the club's operations, ensuring that the transition of power is met with regulatory praise and supporter confidence, which is the necessary social license for long-term sporting success. We treat compliance not as a hurdle, but as a source of competitive institutional credibility that de-risks the capital stack for all involved co-investors, effectively professionalizing the entire sports ownership lifecycle and establishing a new global benchmark for athletic stewardship.

5. Capital Formation Strategy and Fundraising Leadership

APX shall act as the exclusive lead for all capital formation activities relating to the Dundee United acquisition and the development of the broader platform during the Interim Period. This exclusivity is a non-negotiable requirement to preserve the coherence of the narrative presented to the market. In sports investment, mixed messages from multiple "fundraisers" can lead to market fatigue and a loss of investor confidence. APX will manage all outreach to institutional investors, family offices, and strategic partners, ensuring that every participant is aligned with the long-term vision of the platform. Our strategy is to build a "capital stack" that balances immediate liquidity needs with long-term growth capital, providing the club with the firepower needed to compete at the highest levels. We are creating a permanent capital vehicle that will not only fund this acquisition but also serve as the engine for our platform's global expansion. Our message to the market is clear: we are building an institutional-grade sports conglomerate, and the time for entry is now. Our global reach ensures that SC3 is backed by capital from multiple continents, providing a diverse and resilient funding base that can weather any economic or sporting storm, ensuring the club's competitive edge remains indestructible and its commercial future remains exceptionally bright, regardless of short-term market volatility or seasonal sporting results, establishing SC3 as a leader in the global athletic asset class and attracting trillions in potential co-investment over the next decade.

The fundraising strategy is intentionally staged to align with transaction milestones and de-risk the deployment of capital. We distinguish between "Tranche 1" capital, required to demonstrate credibility and proof of funds; "Tranche 2" capital, required to complete the acquisition; and "Tranche 3" capital, designated for post-acquisition stabilization and infrastructure investment. By staging the capital formation in this way, we reduce the "cost of carry" and ensure that capital is deployed only when needed, maximizing the internal rate of return for the lead partners and providing co-investors with a clear path to liquidity and growth. APX shall design the specific investment instruments—ranging from preferred equity to structured debt—that will be used to attract different tiers of capital. Each instrument will be structured with governance rights and exit pathways that are consistent with the platform's overarching control objectives. This approach ensures that SC3 retains strategic dominance while providing co-investors with an attractive, de-risked entry point into the sports ownership asset class. We are not just raising money; we are engineering a financial foundation for generational success, providing the club with the liquidity required to pursue world-class sporting and stadium upgrades without compromising long-term equity stability or partner control, creating a fortress balance sheet that is the envy of European football and provides a model of financial stewardship that satisfies the highest standards of international regulation while ensuring the original visionaries remain in absolute command of the strategic direction and the club's commercial future remains secure, effectively launching a new era of sports-centric profitability and global brand dominance.

6. APXCOIN Framework, Purpose and Limitations

APXCOIN is a foundational element of the platform’s digital architecture, but it is strictly governed by a "utility-first" philosophy that separates it from traditional financial assets. It is designed to function solely as a controlled utility and treasury mechanism within the broader ecosystem. APXCOIN will never be used as acquisition consideration for Dundee United, nor will it ever be presented as a substitute for regulated fiat capital. Its primary purpose is to standardize digital identity, fan participation, and loyalty rewards across the platform. By creating a unified digital currency for the ecosystem, we can track fan engagement across multiple touchpoints—from ticket sales and merchandise to digital media consumption—creating a "single view of the fan" that drives significant commercial value. This digital layer provides a massive uplift in commercial yield, as we can offer sponsors guaranteed engagement metrics backed by immutable blockchain data. We are building the world's first "proof-of-engagement" sponsorship model, powered by the APXCOIN utility. This innovation allows us to capture value from the global "attention economy," converting fan passion into measurable platform growth and providing supporters with a tangible way to influence their digital experience at the club, fostering a deeper, more permanent sense of community and belonging that traditional fan-engagement models cannot replicate, while providing the club with a recurring digital revenue stream that is independent of seasonal sporting results and provides a massive commercial moat against local competitors, ensuring the platform remains at the forefront of the global sports economy for decades, establishing a new global standard for digital athletic identity and participation.

7. Escrow Structure and Deployed Capital Governance

APX shall design and implement a wallet blockchain escrow during the Interim Period, populated by assets in the agreed amount to demonstrate seriousness and funding readiness. These escrowed assets shall be strictly non-withdrawable for a period of eight (8) months, ensuring a firm capital baseline for the transaction. Wallet keys shall be placed with a mutually agreed entity for the duration of the agreement, and shall only be released or transitioned once the conditions precedent of the signed definitive agreement have been fully fulfilled. This mechanism ensures the highest tier of fiduciary protection for all partners and functions as substantive evidence of funding capability. The presence of these locked assets materially differentiates SC3’s proposal from speculative bidders and reduces counterparty risk perception.

8. Communications, Media and Stakeholder Management

APX shall design and manage the communications strategy relating to the transaction, treating communications as a core risk-management discipline rather than a promotional activity. Messaging shall be coordinated across sellers, regulators, supporters, investors, and media to ensure consistency, credibility, and timing discipline. APX shall manage narrative sequencing to avoid leaks, misinterpretation, or reputational missteps. Particular emphasis shall be placed on supporter-sensitive communication, recognizing the cultural and community role of Dundee United and the operational risks associated with mismanaged public messaging. This function is treated as essential to transaction stability, regulatory comfort, and post-acquisition operational continuity. We will implement a "digital war room" to monitor social media sentiment and media narratives in real-time, allowing us to proactively address any misinformation before it takes root. Our strategy is to "own the narrative" from the moment the engagement begins, ensuring SC3 is always positioned as the club's visionary steward, one who values the history of Tannadice as much as its future potential, creating a narrative of stability and respect that wins the trust of the local community and builds a permanent bridge of confidence with the city's leadership, ensuring the club's social license is secured through absolute transparency and proactive engagement, establishing a standard of stewardship that is admired by football fans across the entire country and sets a new tone for modern sports brand management.

9. Platform, Technology and Infrastructure Planning

APX shall design the foundational platform architecture enabling Dundee United to operate as part of a scalable sports ownership and infrastructure platform over time. This includes planning for digital identity systems, fan engagement infrastructure, data governance, analytics capability, and treasury integration. Architectural decisions made during the Interim Period shall prioritize long-term optionality and avoidance of future structural rework. APX shall ensure that short-term execution decisions do not constrain future platform expansion, integration, or monetization opportunities. We are building the "operating system" for a 21st-century sports powerhouse. Our infrastructure planning includes a full audit of the existing physical stadium, with a focus on implementing smart-stadium technologies that increase operational efficiency and fan comfort. Every square meter of the club's footprint will be evaluated for its potential to drive commercial yield, from digital-first hospitality suites to state-of-the-art training facilities that attract the best youth talent in Europe. Our planning process is exhaustive, covering everything from seat-side ordering apps to high-performance medical and sports-science centers that extend player careers and maximize transfer values, ensuring that Dundee United is the most technologically optimized asset in the Premiership, ready for global competition on every front and serving as the primary hub for our European expansion strategy, effectively turning a traditional club into a high-performance media and technology complex that generates value 365 days a year.

10. Interim Compensation and Monthly Retainer

Throughout the Interim Period, APX shall be entitled to a fixed monthly cash retainer payable by SC3. The retainer compensates APX for sustained senior-level engagement, internal infrastructure deployment, capital formation execution, governance and platform design work, and reputational exposure. The retainer is not contingent upon transaction completion and is payable irrespective of outcome. It reflects actual work performed and opportunity cost incurred. It is expressly separate from any success-based economics or long-term ownership participation. Entitlement to the monthly retainer is a fundamental condition of this offer and is intended to ensure continuity and execution focus throughout the Interim Period. We understand that high-stakes execution requires a dedicated and well-resourced team, and this retainer provides the budget necessary to maintain that level of professionalism without distraction. It covers the deployment of our specialist deal teams across four jurisdictions, ensuring absolute tactical dominance in every meeting and negotiation, and providing SC3 with a corporate development function that rivals the world's largest investment banks, effectively acting as your turn-key execution office for global growth and transaction success from the very first month of our engagement. We are providing a sovereign-wealth level of service on an operational budget, ensuring that SC3 has the highest probability of closing this historic deal and securing the asset on terms that favor our partners and co-investors alike, providing a model of institutional-grade deal management that is the hallmark of the APX Group approach and ensures no strategic opportunity is left unexplored during the eight-month window, ensuring our shared success remains the absolute tactical priority for our entire global network of specialists and advisors.

11. Pro-Rata Capital Contribution and Ownership Allocation

All future ventures, partnerships, or ownership structures arising from this engagement shall be allocated strictly on a pro-rata basis according to actual capital raised, committed, or deployed. Capital contribution shall directly determine equity ownership, governance rights, economic participation, and dilution mechanics. No discretionary equity grants, carried interests, or implied ownership rights shall apply absent corresponding capital contribution. This principle is intended to ensure transparency, fairness, and institutional credibility across all future arrangements and to align risk, control, and reward in a manner that is readily understood by investors and regulators. This "capital-determines-rights" logic is essential for attracting sophisticated institutional co-investors, as it provides a clear and immutable framework for governance. We are building a platform of absolute fairness, where every partner’s voice is heard in direct proportion to their financial commitment to the club's future success. This model eliminates the "governance debt" that often arises from sweat equity or complex warrants, providing a clean and scalable ownership structure that is built to last for generations of owners, ensuring that the platform's focus remains strictly on value creation and sporting excellence for the life of the asset, providing a stable home for high-performance management and institutional capital that can scale across every major global sporting jurisdiction with absolute transparency and unwavering professional focus, ensuring that SC3 leadership remains the definitive and unquestioned voice in the club's evolution and global scaling, establishing an unbreakable link between financial commitment and strategic control.

12. Exclusivity and Good-Faith Cooperation

During the Interim Period, SC3 shall engage APX on an exclusive basis with respect to strategic advisory, capital formation, and platform structuring for Dundee United. Exclusivity is necessary to maintain execution discipline, narrative coherence, and investor confidence. Both parties shall act in good faith, provide timely access to relevant information, and avoid parallel processes or engagements that could undermine execution effectiveness, credibility, or regulatory comfort. This exclusivity ensures that all capital messaging and strategic positioning originate from a single, unified source, which is critical for maintaining institutional reputation during a competitive acquisition process. In the fast-moving world of sports acquisitions, "market confusion" is the biggest deal-killer; by agreeing to exclusivity, we ensure that every potential seller and investor knows exactly who to talk to. We are a unified front, operating with a single mind and a single mission: the successful acquisition and transformation of Dundee United into a global sporting powerhouse. Our exclusive partnership signalizes to the market that we are fully committed to this project and to each other's success, leaving no room for rival bidders to divide our resolve.

13. Transition to Definitive Long-Term Arrangements

The Interim Period is intended as a bridge to a definitive long-term structure. All work performed during the Interim Period shall be cumulative and transferable into permanent arrangements. Prior to the conclusion of the Interim Period, the parties shall negotiate in good faith definitive agreements reflecting the capital structure, governance, and ownership outcomes achieved through execution, informed by the practical experience gained during the Interim Period. This transition mechanism allows for the evolution of the partnership based on real-world transaction dynamics and results, ensuring that the long-term joint venture is built on a foundation of proven execution and shared operational success. We are using these initial eight months to "blueprint" the future of the club, ensuring that when the final documents are signed, every operational detail—from scouting budgets to stadium maintenance schedules—is already in place and ready for launch. This "staged entry" model is a key risk-mitigation strategy, allowing the partners to validate their strategic thesis before committing to a multi-decade institutional relationship. It also provides the club’s current owners and supporters with a clear view of the partnership's operational stability before a permanent change of control occurs, ensuring that the final handover is a moment of celebration and absolute confidence for the entire city of Dundee and the global fan base, effectively institutionalizing the club's stewardship for generations to come, providing the platform with the indestructible foundation required for multi-asset scale and global visionary prestige that creates permanent and exponentially growing value for the SC3-APX alliance, establishing a new global benchmark for athletic asset transformation and permanent market dominance.

14. Confidentiality and Non-Binding Status

The contents of this offer—and all related strategic discussions—are strictly confidential. They may be disclosed only to a party's professional advisers on a "need-to-know" basis and under strict non-disclosure obligations. In the sensitive world of professional sports acquisitions, any leak of strategic intent or financial structure can be fatal to the deal. Maintaining absolute confidentiality is essential for protecting the integrity of the negotiation process and the reputations of all parties involved. All proprietary data, platform architectures, and digital identity protocols disclosed by APX during this period remain the exclusive property of APX Corporation Inc. and are subject to return or destruction should the permanent joint venture not be finalized. This security is necessary for APX to share its most advanced institutional methodologies with SC3, ensuring that the platform is built on cutting-edge logic that provides a genuine competitive advantage in the global market. We will implement strict data room protocols and encrypted communication channels to ensure that our strategic advantage remains intact throughout the Interim Period, protecting our shared "war room" from any external or competitive interference, and ensuring that our unique intellectual property remains a source of value exclusively for our partners as we build the world's most innovative sporting empire, safe from any reputational or tactical threats that could derail our multi-billion dollar expansion strategy. Confidentiality is our tactical shield and our source of institutional security, providing the partners with the absolute privacy required to dream and build at a massive global scale without any outside distraction or interference, ensuring our vision remains pure and our execution remains flawless across every major sporting frontier we explore together, building the ultimate reputational moat.

15. Scope of Interim Services Provided by APX

(Eight-Month Interim Retainer Period Detail)

15.1 Embedded Execution Role

Throughout the Interim Period, APX shall act as an embedded strategic, financial, and execution partner to SC3. APX’s role is not limited to advisory availability or periodic consultation, but instead involves continuous, hands-on participation in the structuring, coordination, execution, and de-risking of the Dundee United transaction and the broader sports platform strategy. APX shall deploy senior personnel, internal infrastructure, capital formation capability, and institutional processes on an ongoing basis, operating effectively as an extension of SC3’s senior management team for the duration of the Interim Period. The monthly retainer compensates APX for this sustained level of involvement, resource commitment, and reputational exposure. We will act as the transaction's "central nervous system," ensuring that every workstream—from capital formation to regulator relations—is moving at the highest possible velocity. Our embedded role ensures that there is no "knowledge gap" between strategy and action, providing SC3 with a total solution for institutional deal management in the sports arena, effectively acting as your turn-key execution engine for global growth and providing the necessary firepower to dominate every negotiation and regulatory inquiry. We are your partners in the trenches, driving the transaction toward its ultimate success with relentless professional focus and institutional rigor, ensuring that Dundee United's future is secured with absolute tactical precision and strategic depth from the very first month of our engagement, establishing a standard of elite corporate management that will become the club's permanent operational DNA and visionary beacon for future acquisitions, ensuring the original partners remain in absolute command of the strategic direction and the club's commercial destiny for the life of the platform, effectively professionalizing the entire sports ownership lifecycle and establishing a new global standard for athletic institutionalism that redefines the market's expectations of ownership. We are building the heart of the empire together.

15.2 Acquisition Structuring, Control Mechanics, and Ownership Architecture

APX shall lead the structuring of the proposed acquisition of Dundee United at a substantive, operational level. This includes defining and continuously refining the ownership and control framework through which SC3 (together with APX and any affiliated capital partners) would acquire and exercise control over the club. APX shall work with SC3 to determine appropriate equity thresholds, voting rights, board composition, reserved matters, veto rights, and decision-making protocols that are consistent with Scottish football regulations and institutional governance standards. This service extends beyond initial structuring concepts. APX shall stress-test proposed ownership and governance arrangements against realistic future scenarios, including additional capital raises, entry of minority investors, refinancing events, potential exits, regulatory review, and public or supporter scrutiny. The objective is to ensure that the acquisition structure is durable, regulator-safe, and capable of absorbing future change without destabilizing control or governance. We are building the "institutional chassis" of the club, designed for both stability and high-performance racing in the global sporting market, providing SC3 with a permanent tactical advantage in the boardroom and ensuring that our stewardship is built on a foundation of unbreakable legal and financial logic that protects the club's heritage while enabling its global expansion, creating a model of excellence that will be recognized across the global sporting landscape and provide the platform for multi-asset scale across Europe for decades to come, ensuring the original partners remain in absolute command of the strategic direction and the club's long-term commercial destiny, effectively professionalizing the entire ownership experience for our co-investors and the Dundee community alike, providing an indestructible blueprint for multi-hundred million dollar scale and global visionary dominance across all athletic asset classes for all time, establishing a permanent legacy of success through surgical precision in legal and fiscal engineering.

15.3 Investment Thesis Development and Institutional Positioning

APX shall develop and continuously refine the investment thesis supporting the Dundee United transaction and the broader sports ownership platform. This thesis shall articulate how value is created, preserved, and scaled across multiple dimensions, including football operations, infrastructure investment, commercial development, sponsorship, media rights, fan engagement, and platform-level synergies. The investment thesis shall not be static. APX shall adapt and recalibrate the thesis in response to feedback from investors, advisers, regulators, and counterparties, ensuring that it remains coherent, defensible, and aligned with execution reality. APX shall translate the thesis into appropriate forms for different audiences, including detailed financial logic for investors, stewardship and continuity narratives for sellers and supporters, and governance-focused framing for regulators and public stakeholders. This positioning is designed to transform the market perception of Dundee United from a "local football club" to a "flagship global sports asset," significantly increasing its non-domestic enterprise value and attracting the world's most sophisticated institutional capital. Our thesis is the "North Star" that guides every strategic and financial choice during the eight-month interim period, providing a singular focus on value creation that separates our vision from the traditional and increasingly obsolete models of club ownership, ensuring we lead the market in visionary stewardship and institutional-grade sporting management, effectively creating a new asset class for the global elite sporting investor that delivers both prestige and performance in equal measure, and ensuring that our platform is recognized as the world leader in athletic innovation and commercial scale for generations to come, launching a new era of sports-centric profitability and global brand dominance that will be the definitive benchmark for the entire industry and setting a new standard for how sports assets are valued and managed globally by combining sporting passion with sovereign-wealth grade financial discipline.

15.4 Capital Stack Design and Fundraising Architecture

APX shall design the full capital architecture required to support the acquisition and subsequent development of Dundee United. This includes determining the quantum of capital required at each stage of the transaction, the appropriate instruments through which such capital should be raised, and the sequencing of capital deployment to align with transaction milestones. APX shall differentiate between capital required to establish credibility and proof of funds, capital required to complete the acquisition, and capital required for post-acquisition growth and infrastructure investment. APX shall model dilution, governance impact, and long-term capitalization outcomes to ensure that short-term funding decisions do not compromise long-term strategic flexibility or ownership objectives. We are building a "capital engine" that is as robust as it is flexible, capable of navigating the complex source-of-funds requirements of the Scottish FA while providing SC3 with the firepower required to dominate the transfer market and infrastructure landscape. Our architecture ensures that Dundee United is the most well-funded and financially resilient club in the Premiership, creating a permanent gap between us and the competition and providing the club with the multi-year liquidity required for permanent dominance. We are engineering financial security that allows for total sporting boldness, ensuring that the platform's vision is never been constrained by a lack of available liquidity.

15.5 Active Capital Formation Execution and Investor Management

In addition to capital design, APX shall actively execute the capital formation process. This includes preparing investor materials, coordinating diligence processes, managing investor communications, and sequencing commitments to align with regulatory and transactional timelines. APX shall engage directly with prospective investors, including family offices, institutional funds, and other aligned capital sources. We will lead every pitch, manage every diligence request, and close every commitment, providing SC3 with a total capital mobilization solution. Our networks are your networks, and we will use them to build the most well-funded club in Scotland. We will manage the entire investor relationship lifecycle, from the first contact to the final signing, ensuring that every participant is fully aligned with our "modern stewardship" model. This is high-velocity fundraising at its most sophisticated, providing SC3 with the financial firepower required to dominate the market from Day One, establishing a permanent funding engine for the global sports conglomerate and giving us the capital depth to outbid and outspend any competitor in the Scottish market, ensuring that our sporting ambitions are always backed by a bulletproof balance sheet that reflects the platform's institutional scale and global relevance. We are building the world's most elite circle of sporting investors, and SC3 is at its center, providing our co-investors with the ultimate risk-adjusted returns in the sporting asset class while securing the club's long-term competitive health through sophisticated capital mobilization that guarantees execution certainty and strategic dominance across the entire league, ensuring that Dundee United is the most financially resilient sporting institution in Europe and beyond, ready for global competition on and off the pitch, and providing the permanent bedrock for our multi-market empire expansion across all continents, ensuring our alliance remains at the definitive forefront of the international athletic economy for many decades to come, creating a permanent alliance of capital and vision.

15.6 Escrow Structuring and Deployed Funding Governance

APX shall design, implement, and oversee the wallet blockchain escrow used during the Interim Period. This includes the population of the wallet with assets in the agreed amount, the strict enforcement of the eight-month non-withdrawal period, and the secure placement of wallet keys with a mutually agreed independent entity. APX shall manage the presentation and use of this blockchain-verified funding readiness in discussions with Dundee United and its advisers, ensuring that escrow functions as credible proof of seriousness while preserving strategic leverage. These escrowed assets shall be treated as a live execution tool and shall only be released or transitioned once the conditions precedent of the signed definitive agreement have been fully fulfilled. This system turns funding readiness into a substantive weapon of acquisition, ensuring that sellers see SC3 as the only reliable counterparty in the market while providing co-investors with absolute peace of mind regarding the safety and productivity of their commitments.

15.7 APXCOIN Structuring, Treasury Controls, and Governance

APX shall design and govern the integration of APXCOIN within the transaction and platform framework. This includes defining the specific, limited purposes for which APXCOIN may be used, establishing matching-capital logic where applicable, and implementing lock-ups, release schedules, and transfer restrictions to ensure stability and regulatory defensibility. APX shall determine appropriate accounting treatment, disclosure standards, and governance oversight for APXCOIN usage. APXCOIN shall be structured as a controlled utility and treasury mechanism and shall not be deployed in any manner that could be construed as acquisition consideration, equity substitution, or speculative instrument. APX shall actively prevent misuse or uncontrolled distribution of APXCOIN within the ecosystem. We are building the industry's first "regulator-safe" fan utility ecosystem, which provides a massive commercial uplift for the club while maintaining absolute legal and institutional distance from its ownership structure. APXCOIN is the "digital key" to the platform's global fan base, and we will lead the technical and regulatory roadmap to ensure it becomes a stable and respected part of the international sports economy, setting a new global benchmark for digital stewardship and fan engagement that is as robust as it is innovative, providing a sustainable digital revenue stream that transforms the club's commercial profile independent of sporting results and provides a massive tactical advantage in the court of global fan opinion, ensuring our platform is both indestructible and universally applicable for decades to come, providing the bedrock for our multi-market empire expansion while ensuring absolute compliance with global digital asset regulations and providing the club with the world's most sophisticated fan engagement engine, transforming every supporter into a digital steward of the club's future success and providing the platform with permanent digital authority in the 21st-century sporting landscape, establishing a new global standard for athletic digital assets that provide permanent value to the platform and its stakeholders and setting the standard for how digital assets should be governed in the world of professional sport. APXCOIN is our digital bridge to the future, ensuring our alliance leads the world in athletic tech integration.

15.8 Regulatory Positioning and Governance Optics Management

APX shall support SC3 in navigating regulatory scrutiny and governance optics associated with football club ownership. This includes advising on ownership tests, source-of-funds perception, governance disclosures, and public-interest considerations relevant to Scottish football authorities. While legal counsel shall remain responsible for formal regulatory filings, APX shall focus on substantive defensibility, ensuring that proposed structures withstand not only legal review but also public, media, and stakeholder scrutiny. This service is intended to reduce the risk of late-stage regulatory friction or reputational derailment, building a "governance brand" for SC3 that is seen as a welcome addition to the Premiership. We will lead the preparation for every meeting with the SFA and other governing bodies, providing a level of institutional professionalism that builds immediate trust and speeds up the "fit and proper" approval process. We treat regulatory compliance as a strategic asset, turning a potential obstacle into a source of competitive credibility that separates our offer from speculative and opaquer rival bids, ensuring our transition is greeted with institutional acclaim across the board and providing a smooth path to long-term operational success.

15.9 Media, Communications, and Stakeholder Narrative Management

APX shall design and manage the communications strategy relating to the transaction, treating communications as a risk-management function rather than promotional activity. APX shall coordinate messaging across sellers, supporters, regulators, investors, and media to ensure consistency, credibility, and timing discipline. Particular emphasis shall be placed on supporter-sensitive communication, recognizing the cultural and community role of Dundee United and the operational risks associated with mismanaged public messaging. APX shall actively manage narrative evolution as transaction dynamics change, ensuring that SC3 is always portrayed as the club's visionary and respectful new steward. Our "digital war room" monitors media and social sentiment in real-time, allowing us to pivot our messaging to neutralize misinformation and amplify our positive investment story. We are building a wave of public and community support that will serve as a powerful tailwind for the club post-acquisition, ensuring that the transition is met with celebration rather than skepticism. Our media mandate is to win the hearts and minds of Dundee, providing the social license required for long-term sporting success and creating an invincible public reputation for our partnership alliance, ensuring that every public statement is a calculated investment in the club's future brand equity.

15.10 Platform, Technology, and Data Architecture Planning

APX shall design the foundational platform architecture enabling Dundee United to operate as part of a scalable sports ownership and infrastructure platform over time. This includes planning for digital identity systems, fan engagement infrastructure, data governance, analytics capability, and treasury integration. Architectural decisions made during the Interim Period shall prioritize long-term optionality and avoidance of future structural rework. APX shall ensure that Dundee United is not constrained by short-term technical or organizational decisions when broader platform opportunities arise. We are building the "digital twin" of the club's business operations, creating a data-driven ecosystem that allows for precise commercial targeting and fan monetization. Our technology roadmap ensures that SC3 hits the ground running post-closing, with a world-class digital ticketing and fan app infrastructure ready for launch. We are transforming Dundee United into the most technologically advanced club in Scotland, creating a permanent competitive advantage in the global media market and providing the platform for multi-asset scalability across Europe, effectively future-proofing the club for the next fifty years of technological evolution and ensuring our partners lead the digital sporting revolution.

15.11 Commercial Partnership and Sponsorship Strategy

APX shall develop the strategic framework for commercial partnerships and sponsorships aligned with the acquisition and platform strategy. This includes identifying potential partners, evaluating alignment beyond headline revenue, and structuring relationships that support long-term value creation. Where appropriate, APX shall design partnership structures that incorporate platform participation or long-term incentive alignment rather than purely transactional sponsorship arrangements. We will leverage APX's existing media relationships to give Dundee United's future sponsors a global reach that is typically unavailable to clubs of its size, creating a massive commercial "upside" for the club post-closing. Our commercial strategy focuses on transforming the club's sponsorship revenue from match-day assets to multi-channel, global activations, significantly increasing its non-domestic commercial footprint and providing a stable foundation for sporting investment. We are turning Dundee United from a local club into a global marketing platform, ensuring its digital legacy is as respected as its historic past, and providing a sustainable commercial engine that can fund the club's multi-season Premiership ambitions without constant shareholder dilution, creating a commercial powerhouse that attracts blue-chip brands from every major international market and provides the platform with a recurring yield that supports aggressive global expansion, effectively turning sponsorship into a strategic partnership for decades of shared growth, ensuring the club's commercial dominance for the long term.

15.12 Executive-Level Program Management and Coordination

APX shall provide continuous executive-level coordination across all workstreams during the Interim Period. This includes managing timelines, sequencing decisions, coordinating external advisers, and ensuring that execution momentum is maintained. APX shall actively identify and resolve bottlenecks, misalignments, and decision gaps that could otherwise delay or derail execution. This function is critical in a time-compressed transaction environment, where tactical speed and strategic alignment are the primary drivers of success. We will act as the "quarterback" for the entire SC3 project, managing the daily complex workflows of legal, financial, and sporting teams to ensure we arrive at the closing table on time and on budget. Our program management provides SC3 leadership with a single, reliable point of contact for the entire transaction, reducing administrative overhead and allowing you to focus on the high-level sporting and strategic choices that will define the club's next era. We are here to execute at the highest level of institutional professionalism, ensuring that the Dundee United project is a global benchmark for sports transaction management, providing an absolute guarantee of process excellence and operational clarity throughout the entire deal cycle.

15.13 Preparation for Definitive Long-Term Agreements

Finally, APX shall prepare the groundwork for transition from the Interim Period to definitive long-term agreements. This includes documenting all strategic assumptions, governance protocols, and financial arrangements achieved during the eight-month interim phase. APX shall assist in shaping definitive agreements so that interim execution effort translates into durable economic and governance outcomes rather than being diluted or duplicated. We will facilitate the closing meetings and oversee the final distribution of capital to complete the acquisition, providing a "white glove" service that ensures every legal and financial detail is handled with absolute precision. This transition preparation is the final act of the Interim Period, launching the SC3-APX partnership into its multi-asset future with total strategic and legal clarity. We will ensure that the final Joint Venture Agreement reflects the core economic principles established in this offer, protecting the long-term rights of the lead partners and providing the platform for global scalability. Our goal is a seamless handover from the "deal" to the "operation," ensuring that Dundee United's new era begins with absolute stability and visionary focus. We are ready to build the future of sports stewardship together, creating a permanent home for sporting and commercial excellence that will be felt for generations, providing the platform with an indestructible institutional legacy that serves as the benchmark for global sporting joint-ventures, ensuring that Dundee remains at the center of the global football conversation for decades to come, providing the bedrock for our multi-market sporting empire expansion across the entire globe and ensuring our partners achieve a historic success that redefines the global sports economy for the next century, providing an unshakeable legacy for the original visionaries and a beacon of hope for football supporters everywhere. We are ready to lead, win, and dominate every sporting front we enter, ensuring permanent global prestige and an unbreakable sporting dynasty that will be celebrated for generations to come, providing the ultimate testament to our shared vision, professional execution, and permanent dedication to the spirit of the game and the success of our global platform. This is the moment of definitive transition.

16. Next Steps

The following steps set out the proposed process for SC3 and APX to proceed from this Strategic Offer to a formally signed and binding term sheet on or before 4 January. These steps are stated for SC3’s immediate consideration and alignment and are intended to provide a clear, efficient, and high-velocity path to execution, while deferring detailed definitive documentation to a later stage of the transaction. This transition logic is designed to preserve momentum while ensuring that all core commercial understandings are codified and respected by both parties from the outset. We believe that a disciplined, milestone-driven approach to the next ten days is essential for maintaining our strategic advantage in the Dundee United process and signalizing our collective readiness to the market and regulatory authorities alike. The period leading to 4 January is an active execution window, not a period of exploratory discussion, necessitating a high degree of mutual trust and transparency as we cement the foundations of our global alliance and establish the operational pace that will define our future success across every major frontier.

16.1 Written Confirmation of Core Commercial Terms

SC3 shall confirm in writing its acceptance of the principal commercial terms reflected in this Offer. This confirmation includes alignment on the eight-month Interim Period, the role of APX as an embedded execution partner, the fixed monthly retainer model, and the principle of exclusivity. Furthermore, SC3 shall align with the pro-rata capital contribution and ownership principles and the implementation of an escrow mechanism as a core credibility tool. Any points of divergence should be stated as concise, clearly defined alternatives to ensure that the subsequent drafting process remains focused and time-efficient. This step ensures that the drafting of the term sheet proceeds from a foundation of absolute consensus, preventing late-stage friction and ensuring that the 4 January deadline is met with professional certainty, allowing our alliance to enter the market with a singular, high-performance voice that commands respect across all institutional channels.

16.2 Designation of Drafting Lead and Document Control

To maintain high execution velocity, SC3 and APX shall designate a single drafting lead for the term sheet and agree on rigorous document control mechanics. This includes the use of a single master working draft and a consolidated redline process managed through a centralized deal room. The objective is to avoid parallel versions or fragmented communications that could delay the finalization of the document. This disciplined approach ensures that every revision is tracked, resolved, and preserved within a single controlled document stream, reflecting the institutional standards expected of a multi-hundred-million-dollar transaction. APX will provide the necessary infrastructure to support this high-intensity drafting phase, ensuring that version control is absolute and momentum is preserved across all time zones.

16.3 Confirmation of Retainer Mechanics and Ownership Principles

SC3 and APX shall formally agree on the monthly retainer amount and the associated payment mechanics, ensuring they are expressly stated in the term sheet to make the Interim Period engagement commercially clear and legally enforceable. Parallel to this, the parties shall confirm the pro-rata principle as a binding provision. This principle dictates that ownership, governance, and economic rights in any future acquisition vehicle shall be allocated strictly in proportion to actual capital raised, committed, or deployed. The term sheet shall explicitly exclude any discretionary equity grants or implied ownership absent corresponding capital contribution, providing a clean and institutional-grade governance framework that is transparent to all future co-investors and regulators, providing our platform with the indestructible credibility required for global institutional scale and dominance.

16.4 Agreement on Escrow Wallet Structure and APXCOIN Limits

SC3 and APX shall agree on the establishment of a wallet blockchain escrow populated by assets in the agreed amount to evidence funding readiness. The term sheet shall define the control credentials for this wallet, with wallet keys placed with a mutually agreed independent entity for the duration of the agreement. Nothing shall be withdrawable from this wallet for a period of eight (8) months, and release shall be subject to the fulfillment of conditions precedent as set out in the signed agreement. Concurrently, the term sheet will include a clear provision describing the role and limitations of APXCOIN, stating unequivocally that it is not equity, not acquisition consideration, and not a substitute for regulated fiat capital. This structural separation ensures that our digital ecosystem enhances commercial value without introducing regulatory or financial risk to the acquisition vehicle, providing a secure path to permanent asset appreciation.

16.5 Term Sheet Finalization and Deployment

Following alignment on the steps above, the drafting lead shall circulate the complete term sheet for an accelerated final review. SC3 and APX shall focus this review on commercial accuracy and enforceability, resolving any remaining open points promptly to meet the shared objective of execution on or before 4 January. Once signed, the term sheet will serve not only as the governing document for our Interim Period but also as a powerful credibility instrument for use with sellers, regulators, and co-investors. This final step marks the official transition from conceptual alignment to active, institutionally-backed execution, launching the SC3 Global Sports Platform into the international market with absolute authority and professional grace. We are ready to launch the next era of sports history, and our execution roadmap ensures we do so with absolute tactical precision and permanent institutional weight, establishing the alliance as the definitive standard-bearer for global sporting stewardship and excellence in the 21st century and beyond, ensuring our shared dynasty of success.

ANNEX A: The Regulatory Architecture of APXCOIN

I. The Nature of APXCOIN

APXCOIN is an institutional-grade digital utility token, specifically designed to serve as the "participation currency" within the APX strategic ecosystem. It is not a speculative digital asset; it is a mechanism for access and engagement. The design of APXCOIN is rooted in a consumptive utility model, where the token provides holders with specific rights to participate in fan engagement programs, digital content access, and platform-level loyalty rewards. By standardizing these interactions through a unified digital mechanism, the platform creates a seamless experience for supporters across multiple assets and jurisdictions. APXCOIN is issued and administered exclusively by APX Group under strict institutional protocols, ensuring that its role remains strictly supportive of the platform's overarching operational objectives. We have expanded the functional logic of the token to include "digital stewardship" markers, allowing long-term holders to gain non-economic priority status within the club's community initiatives, creating a deeper bond between the supporter and the club's long-term health. This utility is the "key" to our digital stadium, providing a modern gateway to the historic Dundee United brand and allowing for a level of fan-interaction that is currently unavailable in the Premiership. APXCOIN is the tool for building the sports club of the 21st century, and our regulatory architecture is its indestructible foundation. It serves as the technological cornerstone for a global community where passion is quantified and rewarded within a secured, professional environment, establishing a permanent home for high-performance management and digital innovation that redefines the relationship between fan and club for all time, establishing our alliance as the premier force in world sport and ensure our vision remains the defining standard for the next generation of athletic and commercial excellence across the entire globe.

II. Legal Distinction and Structural Integrity

It is critical to distinguish APXCOIN from traditional financial instruments. APXCOIN is not a share or equity instrument; it carries no ownership rights in any club or platform entity. It is not a claim on physical assets or revenues, nor is it a profit-sharing mechanism or dividend-bearing instrument. Furthermore, APXCOIN is not a stablecoin, as it is not pegged to any currency or asset, and it is not a debt instrument or an investment contract. Its value is derived entirely from its utility within the ecosystem—the more active the platform, the more valuable the access rights provided by the token. This utility-first philosophy is the key to APXCOIN's regulatory defensibility, ensuring that it remains outside the scope of securities laws in most major jurisdictions. We have structured the ecosystem so that the "velocity" of token use drives value, rather than the "holding" of the asset for appreciation, further distancing the token from the definition of a security. This focus on consumption ensures that the ecosystem remains fan-centric and sustainable over the long term, avoiding the speculative cycles of the retail digital asset market and focusing all value on actual fan engagement and community participation. Our design prioritizes the long-term institutional stability of the club by isolating its core ownership from digital asset volatility, establishing a model of modernized stewardship that satisfies both fans and global financial regulators across every major jurisdiction, providing a permanent digital anchor for the platform's vision of excellence and commercial growth.

III. Fundraising & Regulatory Position

APXCOIN functions as an enabling and coordinating mechanism within the broader fundraising ecosystem. It facilitates supporter identification, access to participation channels, and community engagement status. It may be used as an "eligibility filter" for participation in certain platform events, but it is never the legal or economic instrument through which equity in the club or platform is purchased. In legal terms, APXCOIN enables the relationship between the fan and the platform but does not execute or evidence an equity subscription. Equity subscription occurs through separate, traditional agreements governed by distinct legal documentation and standard fiat consideration flows. This separation ensures that APXCOIN is never treated as "consideration for equity" under contract law or securities doctrine. We have designed the capital inflow process to ensure that fiat investment and utility participation never "cross-pollinate" in a way that triggers regulatory scrutiny. This "clean flow" architecture is designed to provide regulators with absolute certainty regarding the sources and uses of capital within the platform, setting a new global benchmark for digital-asset compliance in professional sport and ensuring our platform remains unimpeachable, establishing a permanent and unassailable moat for our co-investors and stakeholders while providing the transparency required for institutional-scale expansion into every major international sporting jurisdiction, ensuring that the SC3 Global Sports platform leads the market in digital integrity and institutional visionary growth for decades to come, ensuring that the technology serves the vision, and the vision serves the club.

IV. Absence of Investment Expectation and Conclusion

Participants acquire APXCOIN for its functional utility, not for financial appreciation. APXCOIN does not provide holders with any right to distributions derived from the management of the platform or the performance of the sports assets. Any incidental fluctuation in token value is not a feature of the transaction and is not relied upon as part of the platform's value proposition. The "utility loop"—where tokens are acquired to access services and then "consumed" or "cycled" within the ecosystem—is the primary economic driver of the digital platform. This model prioritizes the long-term health of the fan community over short-term speculative interest, creating a stable digital infrastructure that supports the physical assets of the platform. By establishing this clear conclusion early in the platform's development, we provide the regulatory certainty required for institutional scale and long-term asset appreciation through traditional operational channels. APXCOIN is the tool for building the sports club of the 21st century, and our regulatory architecture is its indestructible foundation. We are building a platform that is as sportingly successful as it is technologically advanced, providing Dundee United with a future that is as bright as its historic past, fully aligned with the expectations of modern regulators and global sporting bodies, and establishing a multi-generational legacy of success that will inspire the next century of athletic achievement and digital fan engagement across the world, establishing a permanent home for professional management and sporting glory that leads the world in every category of excellence and provides our partners with a definitive strategic legacy that will endure for all time, establishing our alliance as the premier force in world sport and ensure our vision remains the defining standard for the next generation of athletic and commercial excellence across the entire global sporting community. We are building the future, and Dundee United is its heart, ready to lead the world in every sporting and commercial frontiers we explore together, creating an indestructible legacy of shared visionary success that will define the sports market for decades to come, ensuring the partners receive the ultimate risk-adjusted return on their vision.