Transaction Clarifications
American Cali Futball Club

Under the current APX Foundation final draft, the transaction should not be characterized as an unconditional, financing-free purchase commitment at this stage. The present framework is expressly built around a Fundraising Program to be designed, built, and led by APX for the Foundation in support of the transaction.

The final ownership and capital structure is tied to the total capital required to satisfy seller consideration, fund at least twelve months of Foundation operating capacity and related administration, and cover the material development and growth needs of the club.

In practical terms, this means the acquisition path is presently linked to capital formation unless and until the parties elect to document a different structure in the definitive acquisition agreements.

The clean answer is that the transaction is presently expected to remain subject to successful funding and closing mechanics, but with a built-in proof-of-funds layer intended to distinguish the proposal from purely speculative approaches.

The current term sheet does not yet lock the final acquisition perimeter in the way a definitive share purchase agreement or asset purchase agreement would. It does, however, clearly establish the intended post-closing ownership framework at the acquisition holding company level.

The practical consequence is that the current document fixes the ownership architecture, but not yet the exact legal perimeter of what is being acquired. The final acquisition documents will need to specify whether the buyer is acquiring shares, assets, contracts, football rights, commercial rights, intellectual property, operating entities, or a hybrid package.

The current APX Foundation final draft establishes a twelve-month overall term for the services arrangement, with the first six months defined as the Initial Services Period. During that initial period, APX is expected to build and operate the Fundraising Program, coordinate diligence and readiness workstreams, develop the escrow credibility structure, and support the transaction process toward a closing.

Post-closing, the ownership framework remains the same unless otherwise agreed in definitive documentation. The Foundation remains the majority holder at fifty-one percent, APX remains a material holder at not less than twenty-five percent, and any remaining non-Foundation participation is allocated only if required by the final capital plan and only if documented in the definitive agreements.

APX's role remains that of exclusive lead strategic advisory and fundraising services provider under the current term sheet. The broader corporate governance, cap table mechanics, and detailed operating rights are then expected to be set out in the definitive acquisition, shareholder, operating, and governance documents.

The current term sheet should not be read as stating that the tax impact of the final acquisition structure has already been fully assessed. The document is a fundraising and advisory framework and does not yet fix the final legal perimeter of the acquisition or the precise movement of funds through each transaction layer.

It does, however, state that each party remains responsible for its own taxes arising from payments under the services agreement, except as otherwise required by law. That clause is helpful, but it is not a substitute for a transaction-specific tax analysis.

In short, tax has not been fully closed out by the current term sheet and should be treated as a material diligence and structuring item before signing definitive acquisition documents.

The current term sheet does not impose a formal requirement that directors or officers be located in Colombia, nor does it designate a specific local representative. However, from a practical transaction and operating standpoint, it is both reasonable and expected that the buyer-side structure will maintain an authorized local point of contact in Colombia for diligence coordination, regulatory and institutional interactions, operational continuity, and day-to-day implementation support.

The exact form of that local presence, whether through an agent, manager, authorized representative, employee, or transition contact, would typically be determined in the definitive acquisition and implementation documentation rather than in the current fundraising and advisory term sheet.