Fundraising · Investor Process Architecture · Strategy & Marketing Builder · Optional Token Layer
Authorized recipients only. Passcode provided separately by APX.
Capital strategy, investor materials, data room construction, investor targeting and outreach, meeting preparation, term-negotiation support, and closing coordination for the USD 4.5 million financing process.
01Commercial positioning, brand narrative discipline, channel strategy, sales-enablement architecture, executive communications, and KPI-driven market-building support tied directly to fundraising and growth execution.
02Token strategy, tokenized client and community engagement, and APXCoin activation reserve. Optional services available only by separate written election; not part of the base mandate.
A| Term | Definition | Reference |
|---|---|---|
| Engagement Term | Eight (8) months from the Effective Date | Section 9 |
| Monthly Retainer | USD 20,000 per month, paid monthly in advance | Section 9 |
| Total Retainer | USD 160,000 over the base engagement term | Section 9 |
| Mandate Success Fee | Flat 7.5% on gross cash proceeds raised from APX-introduced, sourced, or coordinated investors | Section 9 |
| Growth Bonus | USD 50,000 on a defined commercial growth milestone | Section 9 |
| KPI Bonus Pool | Up to USD 250,000 tied to defined performance milestones | Section 9 |
| Equity Participation | 1.0% of fully diluted equity (indicative) | Section 9 |
| Capital Raise Target | USD 4,500,000 financing process | Section 3 |
| Pre-Money Valuation Reference | USD 16,000,000 reflected in the reviewed materials | Section 3 |
| Optional Token Layer | Token strategy, tokenized engagement, APXCoin activation reserve — only if Appendix A is separately elected | Appendix A |
| Governing Law | Delaware (indicative); JAMS arbitration | Section 9 |
| Scope | Two integrated pillars: Fundraising and Strategy & Marketing Builder | Section 5 |
Selected source-supported operating metrics drawn from the reviewed Armilla materials.
APX proposes a focused two-pillar mandate for Armilla Tech Ltd. (the “Company” or “Armilla”) built around one immediate commercial objective and one enabling objective. The immediate objective is to run a disciplined capital-raising process around the Company's current USD 4.5 million financing effort. The enabling objective is to strengthen the strategic and marketing operating system that supports that raise, convert current visibility into institutional demand, and give investors confidence that the Company can scale with discipline.
Current management materials describe a business with operating substance: an encrypted coach-to-player communication platform, management-described commercial traction across multiple state-level programs, event-level market presence, and a product roadmap that extends from hardware revenue into a broader software and analytics layer. The current data folder includes the granted U.S. patent (Patent No. 12,342,248), which strengthens how the Company's intellectual-property position is documented inside the financing package.
The raise will be judged on more than product novelty. Investors will focus on proof of demand, repeatability of the sales process, manufacturing-readiness narrative, gross-margin logic, institutional channel development, and management's ability to translate favourable market timing into credible execution. APX's scope addresses each of these directly. The mandate is designed to make Armilla easier to finance, easier to underwrite, and easier to scale.
This is an execution mandate, not a generic advisory retainer. It is built to help Armilla raise capital on institutional footing and to install the commercial and communications structure required to support that capital.
(a) Fundraising and Capital Formation: Full-scope capital strategy, investor materials development, data-room construction, investor targeting and outreach, meeting preparation, term support, and closing coordination for the Company's current financing process.
(b) Strategy and Marketing Builder Services: Message architecture, channel strategy, sales-enablement, and executive communications discipline, attached directly to the financing workstream. (Detailed scope: Section 5.2.)
(c) Adi Cohen Advisory Board Appointment: Senior support on capital-formation strategy, investor and strategic introductions where appropriate, positioning, governance perspective, and executive decision support.
(d) Integrated 8-Month Execution Program: Weekly, biweekly, and monthly operating cadence with transaction-focused working sessions during live financing periods (detailed in Section 6.1).
(e) Optional Token and Token-Linked Engagement Appendix: Token creation, tokenized client-engagement design, and coin-linked growth services sit outside the base mandate and appear only as optional additional services in Appendix A.
(f) Documentation and Governance Discipline: An institutional process for sophisticated counterparties, with disciplined materials, structured proof support, and defined execution controls across the mandate.
APX is proposing an engagement model that combines institutional fundraising work with the strategic and marketing build-out required to make that fundraising work credible. That matters here because Armilla's next stage is not simply a deck exercise. It is a financing process that must be supported by better positioning, cleaner diligence packaging, stronger commercial proof presentation, and a more coherent route-to-market story.
This mandate deliberately keeps token creation outside the core scope. That is not because tokenization is ruled out. It is because Armilla's immediate value-creation path runs through capital formation, message discipline, investor readiness, and commercial architecture. If a future token or tokenized-membership layer becomes strategically useful, APX can activate that work under Appendix A on separate optional terms without confusing the present raise or overloading the base mandate.
That structure preserves focus. Fundraising is treated as the main pillar. Strategy and marketing builder services are attached to it as the second pillar because they improve the Company's ability to raise, sell, and communicate from one coordinated system. The result is a tighter offer, a cleaner operating logic, and a more defensible path into market.
This section reflects APX's understanding based on current management materials and supporting analyses. Each substantive point is presented on the basis of those materials and is subject to confirmation in diligence.
Armilla is a Canadian sports communication technology company built around an encrypted tablet-and-wristband communication system for team sports. The capital objective presently reflected in management materials is a USD 4.5 million equity raise at a USD 16 million pre-money valuation, framed around scale-up, go-to-market acceleration, personnel build-out, and continued product development.
The product story is concrete. The Company is not asking investors to underwrite a category abstraction; it is asking them to underwrite a defined communication platform, a defined institutional buyer problem, and a timing window shaped by sign-security concerns and the institutional acceptance of dedicated electronic communication systems in organized sport.
USD 4.5M
Current FinancingUSD 16M
Reviewed Materials150+
Traction Signal12,342,248
Documented IP| Category | Position (per Management Materials) | Strategic Significance |
|---|---|---|
| Company Position | Canadian sports communication technology company built around an encrypted coach-to-player tablet and wristband system for football, baseball, and softball. | Solves a defined communication and sign-security problem in organized team sport, giving the raise a concrete product story rather than a general sports-tech narrative. |
| Financing Ask | USD 4.5 million equity raise at a USD 16 million pre-money valuation. | Provides a clear immediate mandate for capital formation, valuation framing, and investor targeting. |
| Commercial Traction | Management-described commercial deployment across multiple state-level programs, with engagement at state-association level and event-level market presence. | Creates a credible commercial foundation, subject to confirmation under standard diligence and re-presentation in an investor-ready materials set. |
| Intellectual Property | Granted U.S. utility patent (Patent No. 12,342,248); the eGRANT documentation is held in the data folder. | The IP narrative is now documented and indexable for the financing package, rather than remaining an open diligence item. |
| Growth Model | Hardware-led revenue base with a longer-term analytics and software expansion path. | Supports a broader valuation narrative when the capital story is tied to defined execution milestones rather than abstract upside. |
Armilla carries more commercial signal than many early-stage hardware businesses at a comparable financing stage. Management materials describe a state-association engagement footprint, event-level market presence, and commercial deployment across teams in football, baseball, and softball. Those signals do not remove execution risk; they give APX a concrete commercial spine on which to build the investor narrative.
Demand is supported by the institutional shift toward dedicated, encrypted communication systems in organized sport, by heightened sensitivity to sign-security and sideline-communication integrity, and by the operational limits of consumer-grade communication in stadium environments. The commercial opportunity is real; the Company's story must be presented as execution-ready, not merely well-timed.
The constraint is not whether Armilla has a product or whether the market understands the problem. The constraint is whether the Company is presented as a disciplined capital recipient with a coherent financing narrative, institutional materials, defined process control, and a route-to-market architecture that reads as institutional rather than opportunistic.
That is the case for the second pillar. Fundraising alone is insufficient if current visibility is not translated into a more repeatable commercial engine. APX runs the raise and the market-building work as linked tasks: the investor narrative supports the operating plan, and the operating plan makes the investor narrative credible.
The data folder includes the granted U.S. utility patent (Patent No. 12,342,248). APX treats the patent grant documentation as part of the operative materials set and integrates it into the raise package, the data-room index, the intellectual-property narrative, and management's diligence-response framework.
The IP narrative is therefore documented rather than pending. It is presented as an indexed element of the current package, subject to standard formatting, registry confirmation, and investor-Q&A preparation work.
The strategic fit with APX is compelling across four dimensions:
(a) Capital Formation Discipline: Armilla needs a structured financing process, stronger materials, and a cleaner data-room and diligence environment around the current raise.
(b) Regulatory and Market-Timing Capture: The Company's story sits inside a live market window that should be translated into an investor and channel strategy before timing advantages dissipate.
(c) Commercial Architecture Build-Out: Association visibility, showcase presence, and product credibility should be converted into a more repeatable route-to-market system.
(d) Strategic Optionality Preservation: Optional token-related services can remain available later without distracting the immediate financing process or forcing a broader mandate than the Company needs now.
APX views the Armilla opportunity as the convergence of product validity, institutional relevance, and market timing. The Company has the substance to justify a credible financing process. The work is to convert that substance into capital-markets discipline and a more coherent commercial engine.
APX's offer goes beyond investor introductions. Armilla does not only need capital; it needs a clearer basis on which sophisticated investors can underwrite the next stage. That requires precise framing of the raise, integrated proof points, prepared management, and a market-building system installed around the product itself.
| Market Signal | Current Reading | Strategic Implication |
|---|---|---|
| State-Association Engagement | Management materials describe a state-association engagement footprint and operating relationships at the state-level program tier; specific contractual status to be confirmed under standard diligence. | Provides institutional relevance and a credible channel narrative beyond pure direct-sales positioning. |
| Institutional Acceptance | Demand is supported by the operational shift toward dedicated, encrypted communication systems in organized sport and by heightened sensitivity to sign-security and sideline-communication integrity. | A timing advantage, capturable by a disciplined operator presented as ready to scale into the demand window. |
| Product Positioning | Armilla's platform is built on encrypted, dedicated RF communication that operates independently of stadium Wi-Fi or consumer cellular coverage. | Differentiated, defensible product story for both investor communications and go-to-market positioning. |
| Patent Documentation | U.S. utility patent (Patent No. 12,342,248) granted; eGRANT documentation indexed in the data folder. | Strengthens the IP narrative and supports diligence questions on product defensibility with documented support. |
| Capital Use Case | The raise is tied to manufacturing scale-up, personnel expansion, go-to-market build-out, and continued software development. | A defined capital-allocation story that translates directly into investor materials and process management. |
Market demand sits at the intersection of communication security, sign-security sensitivity, and the institutional shift toward dedicated electronic communication systems in organized sport. APX's role is to convert that timing into a sharp investor and buyer thesis, not to leave it as broad market color.
Armilla's positioning is most persuasive when anchored to reliability, encryption, operational simplicity, and institutional use cases. The granted U.S. patent allows APX to tighten the defensibility story and present the IP discussion as documented support rather than narrative claim during financing outreach.
The raise is presented as a scale-enabling financing event tied to manufacturing readiness, commercial expansion, software and analytics build-out, and management capacity. APX treats use-of-proceeds discipline as central to the investor story, because serious counterparties demand a documented path from capital deployment to measurable outcomes.
The scope is organised into two coordinated pillars. Fundraising is the primary pillar. Strategy and marketing builder services form the attached second pillar because they improve the quality, credibility, and conversion efficiency of the fundraising process itself. Token-related work sits outside the base mandate and appears only as an optional appendix.
APX runs the financing workstream as a structured capital-formation process, not a series of ad hoc introductions. The immediate task is to translate Armilla's product validity, market timing, current documentation set, and management-described traction into a financing narrative that withstands institutional investor scrutiny.
| Fundraising Workstream | APX Execution Scope | Business Function | Intended Strategic Outcome |
|---|---|---|---|
| Capital Strategy | Define raise architecture, target investor profiles, round sequencing, valuation framing, and use-of-proceeds positioning for the USD 4.5 million financing process. | Turns the raise from a generic ask into a structured financing thesis. | Improves investor fit and creates a cleaner basis for valuation and diligence discussions. |
| Investor Materials Development | Rebuild or refine the pitch deck, executive summary, diligence FAQ, use-of-proceeds narrative, and management talking points. | Creates an investor-grade materials suite. | Lets Armilla present as a disciplined operating company rather than a founder-led hardware story alone. |
| Data Room and Diligence Architecture | Organize the data room, index the patent and IP materials, structure core diligence requests, and tighten factual consistency across the package. | Reduces preventable diligence friction. | Shortens the path from first meeting to serious counterparty work. |
| Investor Positioning | Tailor the Armilla story for sports-tech capital, strategic investors, family offices, specialist venture capital, and selected operating partners. | Matches the Company to the right capital audience. | Raises the odds that meetings are with investors who understand the product, buyer, and timing window. |
| Outreach and Process Management | Build the investor long list, sequencing plan, meeting cadence, pipeline tracker, and follow-up discipline across the full process. | Creates a repeatable financing engine rather than one-off outreach. | Protects momentum and gives management a cleaner operating rhythm during the raise. |
| Management Preparation | Prepare management for objections, investor Q&A, diligence pressure points, and live presentation discipline. | Improves meeting quality and credibility. | Reduces avoidable narrative drift and protects the value story under scrutiny. |
| Term Sheet and Closing Support | Support term-sheet analysis, counterparty coordination, diligence responses, and path-to-close discipline with counsel and finance stakeholders. | Keeps live process work moving once interest becomes transaction work. | Improves closing efficiency and reduces execution risk. |
| Investor Relations Framework | Establish reporting logic, post-meeting follow-up discipline, and a cleaner basis for future investor communications. | Extends value beyond the first raise cycle. | Leaves the Company in stronger condition for future capital activity and board-style communications. |
For Armilla specifically, APX shapes the fundraising story around the facts most likely to matter in diligence: the present financing target, the institutional relevance of the product, the market-timing case, the documented patent package, the Company's traction signals, and the need to present a disciplined route-to-market and execution plan.
Capital strategy. APX's fundraising service begins with raise architecture, not with a slide deck. The work starts by defining which investor categories are prioritised, how the valuation and use-of-proceeds story is presented, what proof leads the story, and how the process is sequenced so management time concentrates on the highest-value conversations.
Fundraising preparation and diligence readiness. APX organises the financing package behind the narrative: data-room structure, the IP and patent support package, diligence FAQ logic, management Q&A preparation, and consistency across all outward-facing materials. Armilla enters circulation with an institutional process environment in place.
Investor positioning and close support. APX tailors the Company story for the relevant investor audiences, runs the process discipline around meetings and follow-up, and remains active once counterparties move into live diligence and term work. The output is a direct path from first contact to closing.
The strategy and marketing builder pillar exists to make the capital story true in practice. An institutional raise requires an operating narrative, structured commercial proof packaging, disciplined market-facing communication, and a repeatable route-to-market structure. This pillar is therefore attached directly to the fundraising workstream rather than treated as a separate creative exercise.
| Strategy Builder Workstream | APX Execution Scope | Business Function | Intended Strategic Outcome |
|---|---|---|---|
| Brand and Narrative Operating System | Refine how Armilla speaks about product reliability, encrypted communication, rule-change timing, association traction, and IP support across every external audience. | Eliminates message fragmentation. | Improves conversion quality with investors, coaches, athletic directors, and strategic partners. |
| Commercial Positioning by Sport and Buyer | Map the value proposition separately for football, baseball, softball, scholastic programs, collegiate programs, and showcase-event environments. | Aligns the story to the actual buyer and usage context. | Makes the commercial case more precise and easier to sell. |
| Association and Channel Strategy | Build a structured channel plan around association relationships, showcase credibility, regional sales priorities, and target-state sequencing. | Turns visibility into a repeatable route-to-market structure. | Improves commercial focus and reduces opportunistic outreach. |
| Sales Enablement and Proof Package | Develop case-study logic, proof-point packaging, objection handling, and short-form materials for coaches, administrators, and strategic counterparties. | Strengthens conversion support for the field. | Improves close rates and gives the Company more consistent commercial presentation. |
| Digital Infrastructure and Reporting | Review CRM logic, outreach tracking, KPI dashboards, attribution discipline, and internal reporting needed to support the raise and market build-out. | Creates the management system behind the story. | Improves decision-making and makes growth claims easier to support. |
| Executive Visibility and Communications | Support founder and leadership positioning, public-facing narrative discipline, strategic communications, and market-facing credibility building. | Controls how the market hears the story. | Raises trust and sharpens the Company's external posture during the raise window. |
| Event and Partner Activation Strategy | Prioritize conventions, showcase events, partner opportunities, and proof-of-performance moments that can support both sales and fundraising. | Converts activity into a deliberate growth calendar. | Improves the commercial return on demonstrations, partnerships, and public-facing exposure. |
| KPI and Operating Cadence | Establish weekly and monthly rhythm around capital formation, commercial priorities, proof-point development, and management accountability. | Creates execution discipline. | Makes the mandate measurable and keeps the Company aligned across fundraising and market-building workstreams. |
For Armilla specifically, APX converts current visibility into repeatable commercial leverage. State-association engagement, event-level presence, management credibility, and technical differentiation are translated into buyer-specific messaging, structured proof packaging, and a defined path for regional and institutional expansion.
Brand and narrative operating system. APX builds a message architecture that works across investors, coaches, athletic directors, and strategic partners. The output is one consistent way of explaining what Armilla does, why it matters, why the timing window is open, and why the Company is positioned to capture it.
Commercial planning and market build-out. APX maps the product story to specific sports, buyer groups, and channel opportunities, supported by case-study logic, proof materials, event-activation priorities, and regional sequencing. The Company's commercial effort becomes easier to manage and easier to underwrite.
Operating cadence and reporting discipline. APX installs the internal system that keeps the mandate moving: reporting rhythm, KPI tracking, and management alignment across fundraising, sales support, communications, and channel-development priorities.
APX runs a staged execution model that lets Armilla move quickly without collapsing planning, governance, and market execution into a single step. Each phase produces defined outputs, decision points, and measurable progress over the eight-month Base Term.
APX operates the mandate on a formal cadence: weekly operating calls, biweekly workstream reviews, monthly executive reporting, and transaction-focused working sessions during live financing periods. Each workstream carries accountable owners, active items, deliverables in progress, and agreed next actions.
APX installs a dashboard structure covering fundraising progress, investor responses, diligence readiness, market-building priorities, proof-point development, and the commercial metrics most relevant to the raise. The output is a management system that supports the raise and the market build-out from a single operating view.
Before broad investor distribution begins, APX confirms a defined set of opening items: cap-table and entity reconciliation, financial-pack organisation, an investor-ready materials set, incorporation of the granted patent documentation into the data room, and confirmation of the internal decision workflow for approvals and management availability. These are not reasons to delay the mandate; they are the starting point for an institutional process.
| Deliverable Area | Primary Output | Business Function | Strategic Outcome |
|---|---|---|---|
| Raise Strategy | Raise architecture memo, investor segmentation map, valuation-positioning note, and use-of-proceeds framework. | Provides the strategic basis for the financing process. | Ensures the raise is run with a defined thesis rather than improvised outreach. |
| Investor Materials | Rebuilt pitch deck, executive summary, diligence FAQ, and management Q&A package. | Creates the core market-facing package for capital raising. | Raises presentation quality and lowers avoidable investor objections. |
| Diligence Package | Data-room index, IP and patent-pack integration, corporate and financial support package, and requested-document tracker. | Turns the reviewed materials into a usable diligence environment. | Improves seriousness and shortens response time during live diligence. |
| Investor Process | Long list, sequencing logic, outreach tracker, meeting calendar, and follow-up system. | Operationalizes the fundraising process. | Improves pipeline discipline and keeps live process work visible. |
| Management Readiness | Presentation preparation, objection handling, diligence response framework, and meeting support. | Improves live execution quality. | Raises management credibility under institutional scrutiny. |
| Market Positioning | Refined category narrative, sport-specific buyer positioning, and competitor-aware message architecture. | Strengthens the commercial story across investor and customer audiences. | Improves clarity and makes the Company easier to understand and support. |
| Channel Build-Out | Association strategy, regional priority map, partner-development logic, and event-activation calendar. | Builds a repeatable route-to-market structure. | Moves the business toward a cleaner commercial engine. |
| Sales Proof Suite | Case-study library, proof-point pack, short-form commercial materials, and objection-response support for the field. | Improves sales readiness. | Helps convert visibility and credibility into revenue-generating conversations. |
| Reporting Cadence | Weekly operating agenda, monthly KPI dashboard, investor process updates, and management decision log. | Creates cross-functional accountability. | Keeps execution transparent and measurable across the mandate. |
| KPI Category | Metric | Target |
|---|---|---|
| Fundraising | Investor-ready materials package approved | Phase 1 completion |
| Fundraising | Qualified investor meetings scheduled | 20+ |
| Fundraising | Active diligence counterparties | 3+ |
| Fundraising | Term sheets or equivalent written proposals | 1–2+ |
| Fundraising | Capital progression toward current raise target | Tracked against USD 4.5M objective |
| Strategy | Core positioning architecture approved | By Month 2 |
| Commercial | Sales proof and case-study pack completed | By Month 3 |
| Commercial | Priority association and partner map completed | By Month 2 |
| Operations | KPI dashboard and reporting cadence live | By Month 2 |
| Communications | Executive and market-facing narrative calendar active | By Month 3 |
Raise architecture, investor-material rebuild, data-room structure, patent and IP package integration, message architecture, reporting framework, and commercial-priority alignment.
Active investor outreach, meeting program, management preparation, diligence support, sales proof packaging, channel and event strategy deployment, and market-facing communications discipline.
Term-sheet and close support, investor follow-up discipline, reporting framework finalization, market-building optimization, and transition planning for the next operating phase after the base mandate.
This engagement is built on a single premise. Armilla has already crossed the threshold that matters most for an early-stage operating company: a defined product, a defined buyer problem, documented commercial proof points, and a financing objective tied to scale rather than concept formation. The next stage is structural rather than conceptual. It requires process quality, materials discipline, and an institutional capital-markets posture.
APX runs the financing process and the operating build-out from a single mandate, on a single cadence, against one set of assumptions.
The strategic rationale rests on four compounding advantages that this mandate strengthens materially.
(a) Product and Market Specificity: Armilla is more financeable than a concept-stage business because the Company points to a defined product architecture and a defined institutional problem it solves.
(b) Timing Window: The Company sits inside a live institutional-acceptance window for dedicated electronic communication systems that rewards disciplined execution at pace.
(c) Documented IP Support: The granted U.S. patent (No. 12,342,248) provides documented support for the defensibility story during the raise.
(d) Commercial Discipline Gap: The next layer of value comes from converting visibility into repeatable sales and converting traction into investor confidence.
APX's integrated model is suited to this stage because the Company does not need isolated service providers operating from different assumptions. It needs one mandate that carries the financing process and the market-building system from a common logic.
Value creation from this mandate is built from five compounding areas.
(i) Institutional Financing Process. The Company is positioned as a disciplined, capital-ready operating company with institutional materials, structured diligence support, and targeted investor coverage.
(ii) Documented IP Story. The granted U.S. patent is integrated into the raise package as documented defensibility, reducing the open-question surface during diligence.
(iii) Commercial Architecture. State-association engagement, event-level presence, and product credibility are converted into a repeatable route-to-market structure and a sales-enablement system.
(iv) Management Operating Discipline. The Company exits the mandate with installed reporting cadence, defined KPIs, and an institutional communications posture.
(v) Reusable Mandate Output. The fundraising-ready data room, investor materials, and KPI infrastructure produced under this mandate retain value across a follow-on round, a strategic alternative, broader channel expansion, or a later optional token workstream under Appendix A.
These outcomes map directly to the Company's current state. The financing goal is defined. The market window is documented. The product and IP narrative are now supportable. What is required is the institutional process to present the Company and run the raise.
APX proposes a commercial structure with two integrated layers. The first layer is the base 8-month mandate covering fundraising activity and strategy and marketing builder services. The second layer exists only if the Company later elects to activate Appendix A, which covers token-related optional services on separate terms. That separation matters because Armilla's immediate financing needs should not be diluted by optional workstreams that may or may not become relevant later.
| Term | Indicative Position |
|---|---|
| Effective Date | Date of countersignature of the definitive engagement documents. |
| Currency | All amounts are in United States Dollars (USD) unless otherwise stated. |
| Monthly Retainer | USD 20,000 per month. |
| Payment Schedule | Paid monthly in advance, on the first business day of each month. |
| Base Term | Eight (8) months from the Effective Date. |
| Total Retainer | USD 160,000 over the Base Term. |
| Base Success Fee | Flat 7.5% of gross cash proceeds raised from investors introduced, sourced, or directly coordinated by APX. |
| Growth Bonus | USD 50,000 on achievement of a mutually defined commercial growth milestone, scheduled in the definitive agreement. |
| KPI Bonus Pool | Up to USD 250,000 tied to defined performance milestones, scheduled in the definitive agreement. |
| Equity Participation | Indicative target of 1.0% of fully diluted equity. Final instrument, range, and vesting to be set in the definitive agreement. |
| Tail Period | Six (6) months following expiry or termination, during which the Base Success Fee remains payable on transactions closing with APX-introduced investors. |
| Service | Detail |
|---|---|
| Fundraising and Capital Formation | Capital strategy, investor positioning, materials development, diligence preparation, investor process management, and transaction coordination. |
| Strategy and Marketing Builder Services | Brand and category positioning, route-to-market support, channel strategy, communications discipline, proof packaging, and KPI design. |
| Operating Cadence | Weekly and monthly operating rhythm, reporting structures, management coordination, and strategic support during the engagement term. |
| Optional Appendix Design Rights | Token-related services remain available only if Appendix A is separately activated in writing and do not form part of the base retainer until that election occurs. |
| Exclusion | Detail |
|---|---|
| Legal / Tax / Audit | Legal, tax, audit, or regulatory advisory work performed by third-party counsel or advisors. |
| Paid Media / Out-of-Pocket Spend | Paid media budgets, production budgets, event fees, travel, influencer costs, or other out-of-pocket marketing expenditure unless approved separately. |
| Technical Development | Software engineering, hardware engineering, smart-contract work, security audits, platform licensing, or technical implementation work not expressly included in a later signed work order. |
| Extraordinary Third-Party Costs | Any extraordinary third-party cost unless approved in advance in writing. |
| Term | Indicative Position |
|---|---|
| Expenses | Any single third-party expense above USD 5,000 requires prior written approval from the Company. Reasonable documented business expenses are reimbursable under the definitive agreement. |
| Exclusivity | APX holds exclusive engagement rights for capital raising during the Base Term, subject to carve-outs for pre-existing investor relationships disclosed by the Company in writing prior to the Effective Date. |
| Intellectual Property | The Company owns work product and deliverables on full payment of applicable fees. APX retains ownership of its pre-existing frameworks, methodologies, tools, and know-how. |
| Confidentiality | Mutual confidentiality obligations apply to both parties and survive termination under the definitive agreement. |
| Liability Framework | Liability cap set at fees actually paid by the Company to APX in the twelve (12) months preceding the date of claim, with standard exclusions for fraud, wilful misconduct, gross negligence, breaches of confidentiality, and indemnification obligations. |
| Indemnification | The Company indemnifies APX against third-party claims arising from the Company's business operations, products, regulatory matters, or representations to investors, subject to standard notice, defence-control, and cooperation mechanics. |
| Termination | Either party may terminate for material breach subject to a fifteen (15) business-day written cure period. Accrued obligations and success-fee tail provisions survive. |
| Governing Law and Disputes | Governing law: State of Delaware. Disputes resolved by JAMS arbitration in New York, New York, with standard injunctive-relief carve-outs. |
| Provision | Indicative Position |
|---|---|
| Notices | All formal notices are delivered in writing to the parties' respective registered addresses or to the email addresses designated in the definitive agreement; deemed received on the next business day after dispatch. |
| Force Majeure | Neither party is liable for failure to perform caused by events outside its reasonable control. Affected obligations are suspended for the duration of the event; payment obligations accrued before the event remain due. |
| Assignment | Neither party may assign this engagement without the other party's prior written consent, except to a successor by merger, reorganisation, or sale of substantially all assets. |
| Entire Agreement | The definitive agreement, together with its schedules and any work orders, constitutes the entire agreement between the parties on the subject matter and supersedes prior discussions, including this offer. |
| Severability | If any provision is found unenforceable, the remaining provisions remain in full force, and the parties will negotiate in good faith a replacement provision reflecting the original commercial intent. |
| Counterparts & Electronic Execution | The definitive agreement may be executed in counterparts and delivered electronically; each counterpart constitutes an original. |
| Third-Party Rights | No person who is not a party to the definitive agreement has any right to enforce any of its terms. |
| Amendments | Amendments and waivers are valid only if made in writing and signed by both parties. |
(a) Complete and accurate cap-table representation, including all equity, SAFEs, convertible notes, and approval rights relevant to the raise.
(b) Historical financial statements for at least the previous 24 months, whether audited, reviewed, or management-certified unaudited statements with supporting schedules.
(c) List of all existing investors, board observers, and governance stakeholders relevant to capital formation or approval mechanics.
(d) Written confirmation of any pending or threatened material litigation or regulatory matters that should be reflected in the financing package.
(e) Read-only access, as needed, to management, financial, and operating materials required to prepare the fundraising package and support investor diligence.
(a) Investor Approval: Existing investors or governance parties with approval rights over major transactions must approve the engagement or consent to the relevant workstreams where required.
(b) Patent and IP Package: The Company will make the current patent grant paperwork and any supporting IP materials available for structured inclusion in the data room and financing materials.
(c) Founder Commitment: Senior management should commit a meaningful weekly block of time to strategy, decision-making, investor communications, and materials review during the mandate.
(d) Appendix A Activation: Optional token-related services, token economics, and any APXCoin commitment remain inactive unless separately elected in writing.
(e) Limitation on Advice: APX provides strategic, commercial, financial, and market-build advisory only. APX does not provide legal, tax, or accounting advice.
APX views Armilla as a business with the operating substance to justify an institutional financing process. Current management materials describe a product with a defined use case, a market window with documented timing relevance, a defined financing objective, and a documented basis on which the Company speaks credibly about intellectual property and institutional positioning.
This offer is built for that stage. It is designed to help Armilla raise capital on institutional footing and to install the commercial and communications structure required to support that capital. The work is execution-heavy by intention. The mandate functions as a partner framework, not a thin advisory overlay.
If the Company proceeds, APX opens with a kickoff period focused on raise architecture, investor-material rebuild, data-room structure, patent and IP package integration, and management alignment around the first financing wave. That opening phase sets the pace for the balance of the mandate.
(i) Confirm whether APX should finalize this proposal into definitive engagement documentation with an 8-month term, monthly USD 20,000 retainer, and 7.5% success fee structure.
(ii) Open a ten-business-day kickoff focused on raise architecture, investor material rebuild, data-room organization, and integration of the current patent documentation into the financing package.
(iii) Identify the Armilla internal decision group for weekly execution cadence, materials approvals, investor process coordination, and commercial-priority decisions.
(iv) Leave Appendix A dormant unless and until the Company elects to activate optional token-related services in a separate written instruction.
Appendix A is not part of the base engagement. It exists only as an optional additional-services layer that may be activated later by separate written election. If not activated, none of the services, fees, revenue shares, treasury commitments, or implementation steps described in this appendix applies.
Utility thesis, governance model, rollout sequence, and commercial purpose for any future Armilla-linked token or tokenized-membership layer.
Design phase only · No activation by defaultActivation fee USD 100,000 · Core build fee USD 850,000 · Primary share 20% · Royalties 10% · Token-linked commerce 7.5%.
Separate from base retainer · Active only if electedUp to USD 3,000,000 equivalent in APXCOIN may be structured for campaigns, rewards, partner activation, and ecosystem support if the optional token workstream is separately approved.
Campaign & rewards reserve · Not live unless approved| Optional Service | Detail |
|---|---|
| Token Strategy and Venture Design | If elected, APX can design a token or tokenized-membership thesis, utility architecture, governance framework, rollout sequencing, and commercial purpose for an Armilla-linked digital ecosystem. |
| Tokenized Client and Community Engagement | If elected, APX can design client acquisition, community participation, ambassador logic, and token-linked engagement mechanics associated with any future coin or tokenized-membership layer. |
| Optional APXCoin Support | If separately approved, APX can structure a controlled APXCoin activation reserve for campaigns, rewards, partner activation, and ecosystem growth tied to the token workstream. |
| Activation Condition | No token-related work, economics, or treasury commitment becomes active unless Appendix A is affirmatively elected in writing by both parties. |
If Appendix A is activated, the optional token-venture economics below apply separately from the Base Retainer. These economics are restricted to the token venture only and do not apply to Armilla's ordinary hardware revenue, software revenue, general corporate financing proceeds, or any standard operating revenue outside the token venture.
| Component | Indicative Position |
|---|---|
| Token Activation Fee | USD 100,000, comprising USD 60,000 cash and USD 40,000 equivalent in created tokens. |
| Core Build Fee | USD 850,000 equivalent, payable 10% cash and 90% in created tokens, with indicative milestone billing of 40% at kickoff, 30% at test environment, and 30% at production readiness. |
| APX Treasury Contribution (Build-Phase Reserve) | Up to 5,000,000 APXCOIN as an APX-funded strategic reserve for build-phase activation, rewards, and ecosystem support, allocated in milestone-controlled tranches. |
| APX Token Allocation | 10% of total token-venture supply, subject to a 12-month cliff and 36-month linear vesting under the definitive agreement. |
| Primary Revenue Share | 20% of gross receipts from token-venture primary sales, tokenized memberships, or authorised launch drops. |
| Secondary Royalties Share | 10% of gross royalties or comparable recurring marketplace receipts. |
| Token-Linked Commerce Share | 7.5% of net commerce revenue from token-gated or token-triggered experiences. |
If the optional token workstream is activated and separately approved, APX may structure an APXCOIN activation reserve from its treasury, sized up to USD 3,000,000 equivalent at the indicative APXCOIN reference price agreed in the definitive Appendix A activation. The reserve is allocated in milestone-controlled tranches against ecosystem growth, customer acquisition, and token-linked engagement mechanics, and remains dormant unless Appendix A is separately activated. The Build-Phase Reserve described in A.2 (up to 5,000,000 APXCOIN) and this Activation Framework are coordinated allocations from the same APX treasury commitment; the binding USD-equivalent ceiling is set at the time of activation against the then-current reference price.
| Purpose | Detail |
|---|---|
| Marketing Campaign Funding | Digital advertising, content promotion, and brand-awareness initiatives where token-based incentives add value. |
| Customer Acquisition Incentives | Rewards for onboarding, referral completions, membership activation, and verified participation behavior. |
| Community Activation | Ambassador programs, user-generated campaigns, participation missions, and community-growth incentives. |
| Strategic Partnership Development | Incentive structures for key partners, showcase relationships, and selected co-marketing or ecosystem initiatives. |
| Ecosystem Liquidity Support | A controlled reserve to support healthy utility mechanics and reward flows if the optional token ecosystem goes live. |
(i) Releases remain milestone-controlled and tied to objective activation conditions.
(ii) All deployments remain utility-focused and are not intended to create speculative market behavior.
(iii) Any launch remains subject to legal review, jurisdictional analysis, and platform-policy compliance.
(iv) Allocation decisions and performance outcomes should remain transparent and auditable.
This document constitutes an indicative, non-binding proposal for discussion purposes only. It does not create any legal obligation on either party and is not intended as an offer of securities, financial advice, or legal counsel. All terms, economics, and structural elements described herein remain subject to negotiation and execution of definitive agreements.
No action has been taken that would permit an offering of securities in any jurisdiction where action for that purpose is required. Nothing in this document constitutes a solicitation or offer to buy or sell any security, token, or digital asset.
This document contains forward-looking statements based on current expectations and on the materials currently reviewed in the folder. Those statements are subject to risks and uncertainties, and actual results may differ materially. Market data, financing objectives, and growth narratives referenced herein should be treated as subject to further diligence and management confirmation.
The information provided is not intended to be a complete description of the terms and risks of any potential transaction. This document does not constitute investment, legal, tax, or accounting advice. All parties should consult their own professional advisors.