APX GROUP
OFFER LETTER AND STATEMENT OF WORK
TELL NETWORK INC.

1. Executive Mandate

APX submits this Offer Letter and Statement of Work to Tell Network Inc. as a principal-led execution mandate. The purpose is to set a clear commercial and operating framework usable by management, board stakeholders, legal counsel, and financial counterparties without ambiguity. APX is engaged to run workstreams that directly impact valuation outcomes, transaction quality, and implementation risk. Every element of this offer is structured to preserve Tell's decision authority while deploying APX's institutional-grade process architecture at the operational level.

The mandate is structured in two linked phases. Phase 1 establishes and defends valuation, then drives capital formation under controlled process conditions. Phase 2 is activated only after Tell elects a specific implementation option and confirms phase-gate conditions are satisfied. APX will run transaction process architecture, investor process execution, diligence-control operating model, negotiation support, and close progression management. The sequencing is deliberate: no heavy implementation work begins before the valuation boundary is locked and the raise structure is confirmed in writing.

APX's principal-led model means senior operators own outcomes rather than assigning them to junior execution teams. This distinction matters materially in fundraising and digital asset contexts, where counterparty confidence, negotiation credibility, and escalation judgment are direct inputs to outcome quality. Tell can expect active, senior-level ownership of every workstream defined in this mandate from kickoff through final close or handoff.

Senior operators own outcomes — not junior execution teams. Counterparty confidence, negotiation credibility, and escalation judgment are direct inputs to outcome quality.

For Tell specifically — a company at the intersection of media production, network distribution, and digital innovation — the mandate design anticipates the complexity of running a credible fundraise while simultaneously evaluating a major digital asset strategy. The two-phase architecture ensures those tracks are properly sequenced, not run in parallel in a way that introduces confusion for investors or dilutes operational focus.

2. Engagement Architecture

The engagement logic is sequence-first rather than activity-first. Tell should lock valuation and raise structure before committing to heavy implementation work in Phase 2. This architecture prevents three common failure modes: scope ambiguity, pricing ambiguity, and authority ambiguity. Each failure mode degrades a different part of the outcome: scope ambiguity bleeds resources, pricing ambiguity erodes investor confidence, and authority ambiguity stalls decisions at critical moments in the process.

The defined terms below are operative throughout this mandate and its implementing schedules. Every obligation, right, and condition in this document is expressed using these terms. Where a term is capitalized, the definition below applies exclusively and uniformly across all sections and annexes, including any side letters or implementation schedules incorporated by reference after execution.

Disputes in service mandates at this level almost always trace back to undefined or inconsistently applied terms. The table below is not a glossary — it is a binding reference layer. If Tell's counsel or board identifies a term requiring modification, that modification must be reflected in the definitive agreement and cross-referenced consistently before execution. No informal verbal agreements override what is defined and signed.

Defined Terms

3. Commercial Position and Economic Summary

The commercial structure separates raise economics from implementation economics. Phase 1 is success-fee driven with zero monthly retainer. Phase 2 economics depend on the option selected by Tell. This separation is commercially deliberate: it ensures APX's compensation in Phase 1 is fully contingent on capital actually closing, not on time spent or milestones passed. Tell bears no fixed-fee exposure during the raise process.

The 25% Success Fee rate applies uniformly to all Covered Capital closed during the engagement term, including equity, SAFEs, convertibles, and any subsequent closes within the tail period. Expense governance operates under written pre-approval thresholds, ensuring Tell maintains budget visibility and control over all out-of-pocket costs associated with the mandate before they are incurred. No expense above the applicable threshold is payable without Tell's advance written authorization.

In practice, expense governance means APX submits a written approval request before any out-of-pocket cost above the threshold is committed. The threshold will be agreed in the definitive agreement but is expected to be set at a level that covers routine engagement costs (data subscriptions, printing, travel for critical investor meetings) without requiring approval of every line item, while still protecting Tell against surprise invoices. The intent is efficiency at low spend, visibility at high spend.

4. Phase Structure and Activation Gates

Phase 1 begins after definitive engagement execution and startup-condition completion. Phase 2 is conditional and does not auto-activate. Tell must elect Option A or Option B in writing, and that election triggers a specific mobilization sequence rather than open-ended scope expansion. The gate architecture is designed to create objective, evidence-based checkpoints that replace subjective readiness assessments with documented acceptance criteria.

Each gate condition must be satisfied in sequence before the next phase or workstream is activated. APX will issue a gate-status memo at each transition point, confirming conditions met, evidence received, and authorization obtained. This creates a clean governance trail and eliminates the pattern of informal "assumed readiness" that commonly produces disputes between service providers and clients at later stages of execution. The five gates below define the complete activation pathway from engagement execution through full Phase 2 scope launch.

If a gate condition cannot be satisfied — for example, if Tell's valuation data is materially incomplete for Gate 3, or if Phase 2 election is delayed by board scheduling — the engagement does not auto-terminate. APX and Tell will agree in writing on a cure period, remediation plan, and revised milestone schedule. The gate system is a quality control mechanism, not a trap. What it does prevent is forward progress on a foundation that has not been properly set.

5. Phase 1: Valuation and Capital Raise

The objective is to convert Tell's strategy and operating data into a defensible valuation position that withstands institutional challenge, then convert that position into funded capital through controlled investor process execution. Defensibility is not a soft concept: it means Tell's valuation can be explained, stress-tested, and maintained under investor pushback without requiring concessions to assumptions that were not sound to begin with.

APX runs five integrated workstreams in Phase 1, each contributing a specific layer to the capital formation outcome. Workstreams are not sequential silos; they run in parallel with defined handoffs. Valuation architecture informs financing structure, which informs investor readiness materials, which informs coverage segmentation, which informs negotiation positioning. The output is a single, internally consistent raise process rather than disconnected work products produced by different advisors without coordination.

Phase 1 deliverables are formal, acceptance-gated outputs. Each deliverable has a defined acceptance standard and an identified approver within Tell's organization. APX does not treat deliverables as advisory memos — they are operational documents designed to be used, not filed.

The Diligence Control Index deserves particular attention. In most raise processes, diligence management is the highest source of delay and credibility risk. Investors ask a question, it falls to the wrong person, the response takes three weeks, confidence erodes. The Diligence Control Index assigns every known and anticipated diligence topic an owner, a response-time SLA, and an escalation path before the first investor meeting takes place. It converts reactive firefighting into a structured, predictable process.

The Diligence Control Index assigns every diligence topic an owner, a response-time SLA, and an escalation path — before the first investor meeting takes place.

Workstreams

Phase 1 Deliverables

6. Phase 2: Election Framework and Options

Phase 2 begins only after Tell issues written election of Option A or Option B. Within five business days of election, APX issues an election-to-mobilization memo defining implementation sequence, team composition, milestone order, acceptance criteria, and escalation pathways. The mobilization memo is itself a governance document — it replaces informal kickoff conversations with a written record of who owns what, in what sequence, under what acceptance standard.

Option A and Option B represent materially different execution paths. Option A requires original utility design, token economics, smart contract development, security assurance, and launch controls. Option B leverages the existing APXCOIN infrastructure and requires integration engineering, campaign mechanics design, and ongoing operational governance. Tell's election between these options should be informed by its strategic objectives, technical readiness, regulatory risk tolerance, and stakeholder expectations. APX will support Tell's evaluation of both options before election is required, but the election itself must be a deliberate, documented Tell decision.

Practically, the election timing question is as important as the option choice itself. Electing too early — before the capital raise is sufficiently progressed — can introduce digital asset risk into investor conversations that are not yet ready for that layer of complexity. Electing too late can delay Phase 2 mobilization in ways that affect market timing. APX will provide a written election-readiness assessment as part of the Gate 3 valuation boundary package to give Tell the information it needs to plan the election timing effectively.

Option A: Tell-Native Token Creation

Option A Milestones

Option B: APXCOIN Integration

7. APXCOIN Reference Framework

APXCOIN reference assumptions are based on the master reference page at apxcoin.bible.theapxgroup.com (accessed February 24, 2026). APXCOIN is an ERC-20 utility token on Ethereum, treated as an operational utility layer for this offer. All supply, allocation, and liquidity parameters stated below are as of the reference date and are subject to verification against live chain data and the current reference page before any Tell deployment or token-settled obligation is computed.

The treasury-dominant supply model — with 97.5% of maximum supply held in treasury — reflects a utility-first design philosophy rather than a speculative distribution model. This structure gives APX the operational flexibility to deploy tokens as campaign rewards, integration incentives, and ecosystem activation grants without triggering continuous public market issuance events. For Tell's purposes under Option B, it means APXCOIN quantities required for integration campaigns will come from a governed treasury release process, not from open market purchases, subject to applicable controls and pre-agreed campaign parameters.

A mandatory technical verification memo must be completed and accepted by Tell before any APXCOIN deployment occurs within Tell's platform or product flows. This requirement protects Tell from relying on outdated or unverified tokenomics parameters in its own user-facing product experience.

The 720-day phased liquidity program — structured in three stages of bootstrap, reinforcement, and stabilization — is designed to build durable on-chain liquidity rather than manufacture a launch-day spike that dissipates. For Tell's integration team and any investor-facing materials that reference APXCOIN supply dynamics, the relevant working assumption is a mature, governed supply with a multi-year liquidity roadmap already in execution, not a new-to-market speculative issuance.

8. Option A Commercial Terms

This section replicates the fee and settlement framework from Fee Clarification APXCOIN.docx for Phase 2 Option A. Economics intentionally mix cash and deferred token-settled components. The mixed settlement structure is designed to align APX's long-term economic exposure to the success of the token launch while preserving Tell's near-term cash position by deferring the majority of APX's compensation to post-launch settlement.

The Objective Conversion mechanism — applying a 90-day TWAP from first live trading day on the primary DEX pair — converts USD-equivalent deferred obligations into token quantities using a market-determined reference price rather than a pre-agreed fixed rate. This approach eliminates disputes about token valuation at time of settlement and ensures both parties are exposed to market reality rather than negotiated projections. The minimum guarantee and true-up mechanism from earlier drafts has been explicitly removed; this table reflects the clean, final economic model.

The 15% APX token allocation is subject to standard vesting and lockup schedules consistent with institutional token governance norms. APX has zero participation in Tell's traditional film, media, or content revenue streams; the mandate's economics are confined entirely to the capital raise and digital asset program defined herein.

The discovery retainer structure — six monthly payments of USD 25,000 plus a USD 5,000 operational component — reflects the resource commitment required for the A0 discovery phase. It is not a general engagement retainer. It is time-bounded, milestone-linked Phase 0 compensation for the specific work of producing the decision-rights memo, locking legal-operational boundaries, and completing the discovery deliverables required before A1 begins. No further cash fees accrue until Option A milestones are accepted and token-settled economics activate.

9. Governance, Decision Rights, and Compliance

Governance bodies operating under this mandate: the Executive Steering Committee holds authority over all strategic decisions, option elections, and scope changes; the Transaction Working Group manages Phase 1 operational execution including valuation policy, investor coverage, and close progression; the Digital Asset Working Group is activated upon Phase 2 election and owns all token-related implementation decisions from utility design through post-launch governance. Critical issues — defined as any matter that could delay a funded close, trigger a material scope change, or implicate securities or regulatory compliance — are escalated same business day to the appropriate steering body and to relevant counsel.

APX provides execution, process, and advisory services across all workstreams but does not provide legal advice. Tell's legal counsel retains exclusive responsibility for securities law characterization, regulatory filings, and compliance obligations in all relevant jurisdictions. No output from APX — including valuation materials, investor narrative packages, or token utility design documents — should be relied upon as legal analysis or as a representation of compliance with any applicable law. Tell is strongly encouraged to ensure experienced securities and digital asset counsel are engaged before any investor-facing materials are distributed or any digital asset is launched.

The term and termination mechanics below govern the full duration of the mandate and the economic consequences of early exit. The 18-month tail period for covered investor relationships ensures that APX's contribution to capital formation outcomes is fairly reflected even where closings occur after the engagement term expires. The tail is investor-specific, not blanket: it applies to relationships that APX introduced, arranged, or materially progressed during the engagement term.

The 30-day termination for convenience provision is mutual. Either party can exit with 30 days' written notice. On termination, Tell owes APX all earned Success Fees on capital closed or under binding commitments as of the termination date, all approved and accrued expenses, and any deferred token-settled obligations that have vested or that are subject to the tail period. There is no penalty-of-convenience fee. The economic exposure on exit is strictly limited to what has already been earned or is contractually accruing — not speculative projected earnings.

The economic exposure on exit is strictly limited to what has already been earned or is contractually accruing — not speculative projected earnings.

10. Implementation Timeline

The implementation timeline below reflects the expected sequencing under a standard execution path. Actual milestone dates are subject to Tell's data availability, gateway completion times, and election timing. APX will issue a written implementation schedule within five business days of engagement execution, reflecting confirmed assumptions and any known dependency constraints identified during the startup-pack process.

Acceleration is possible in Phase 1 if Tell's data readiness is high at kickoff and the governance structure is confirmed quickly. In scenarios where valuation inputs are already partially assembled and decision authority is clearly delegated, APX has closed the gap between engagement execution and first investor meeting to under three weeks. Acceleration in Phase 2 depends primarily on Tell's internal technical and legal readiness, which APX will assess and document during the Gate 4 election process.

CONCLUSION