BRITON VENTURES & APX GROUP
COMPLETE STRATEGIC INVESTMENT OFFER

EXECUTIVE SUMMARY

This comprehensive Strategic Investment Offer and Binding Term Sheet (" Offer ") sets forth the complete commercial, operational, and financial terms governing the engagement between Briton Ventures Limited (" BV ") and APX Corporation Inc. (" APX ") relating to the acquisition and development of Blackburn Rovers Football Club and the establishment of a scalable, global sports ownership and infrastructure platform.

1. Background, Transaction Context and Strategic Intent

1.1 Overview.Briton Ventures Limited is currently engaged in an exceptionally high-stakes, time-sensitive process relating to the potential acquisition of Blackburn Rovers Football Club . 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 England—an environment steeped in tradition, institutional governance, and fervent supporter engagement—involves a unique convergence of regulatory oversight from the English Football League and the Football Association, 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 Blackburn Rovers is not merely a financial transaction but a social contract with the city of Blackburn and its global fan base. This context demands an execution partner capable of managing the institutional nuances of English professional football with absolute precision and transparency.

1.2 Strategic Intent.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 English football that serves as a benchmark for modern sporting governance, attracting premium institutional co-investment for generations to come. The goal is to ensure that Blackburn Rovers remains a central pillar of the community while achieving global commercial relevance through the Briton Ventures-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. 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 Blackburn's sporting heritage, transforming it into a high-performance media and infrastructure asset that delivers consistent, institutionally-safe returns for our global partners.

1.3 Evaluation Framework.In assessing proposals for Blackburn Rovers' acquisition, the club's current ownership and their professional advisers—including legal, financial, and sporting consultants—are focused on: Certainty of Execution (25% weighting) - Clarity on capital availability and timeline certainty. Traceability of Funds (20% weighting) - Source verification and regulatory compliance. Governance Framework (20% weighting) - Operational autonomy and institutional credibility. Institutional Operational Plan (15% weighting) - Day One readiness and scaling capability. Stewardship Vision (10% weighting) - Long-term commitment to community and sporting excellence. Headline Valuation (10% weighting) - Commercial attractiveness. APX's involvement signalizes to the market that Briton Ventures 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.

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; Exclusive capital formation leadership; Governance architecture design; Direct economic alignment through embedded partnership and escrow commitment. 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 Briton Ventures-APX partnership, we ensure that every strategic decision is made with an eye toward capital efficiency and execution speed.

2.1 Embedded Execution Model.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 Briton Ventures' 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 Blackburn Rovers. By embedding our team within Briton Ventures' 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 momentum remains strictly in our favor throughout the interim period, maximizing our leverage at every stage of the process.

2.2 Primary Purpose and Long-Term Commitment.The primary purpose of this structure is to reduce execution friction and present Blackburn Rovers' advisers with a coherent, institutionally credible counterparty. By having APX manage the capital stack and the platform architecture simultaneously, Briton Ventures 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 while establishing the foundation for a permanent, multi-year joint venture partnership . This is not a temporary advisory relationship; it is the launching phase of a long-term strategic alliance designed to dominate the global sports ownership market. During the interim period, both entities will conduct exhaustive technical and financial audits, establish governance frameworks, and secure capital commitments that will serve as the foundation for the perpetual 50/50 Joint Venture Entity that will be created upon acquisition closing. This ensures seamless transition from the interim execution phase to the long-term operational partnership.

3. Term of Engagement and Execution Objectives

3.1 Interim Period Duration.The interim engagement shall formally commence upon the execution of this offer and continue for a fixed period of Six (6) months , referred to as the Interim Period . This duration has been carefully calibrated to reflect the realistic timeframe required to: Navigate the English Football League and Football Association's regulatory review and Fit & Proper approval process. Conduct deep stakeholder engagement with Blackburn supporters and local leadership. Secure institutional capital commitments from co-investors and strategic partners. Finalize the detailed purchase agreement with existing club ownership. Prepare comprehensive Day One operational infrastructure and transition plans. Establish the corporate framework and governance architecture for the permanent 50/50 Joint Venture Entity. 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 immobilization its capital networks and for Briton Ventures to establish its operational presence in Blackburn. The clock starts upon signing, creating immediate momentum for all transaction workstreams.

3.3 Execution Mode and Guaranteed Long-Term Activity.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 Briton Ventures project, ensuring that the transaction receives the attention required to overcome the inevitable hurdles of a complex international sports acquisition. Critically, the establishment of the 50/50 Joint Venture Entity and the commencement of long-term partnership activities are GUARANTEED and BINDING, regardless of the interim period's duration. Upon acquisition closing (Month 8), the interim relationship automatically transitions to the permanent JV structure, which shall operate indefinitely for the purposes of: Continued acquisition and development of additional sports assets across multiple jurisdictions; Management and optimization of the Blackburn Rovers platform and infrastructure; Deployment of capital across the multi-asset sports ownership platform; Expansion of the APXCOIN ecosystem and digital engagement infrastructure; Establishment of governance frameworks for future co-investments and strategic partners. Accountability during the interim period is measured by concrete execution progress—such as: Issuance of proof of funds and blockchain escrow verification; Completion of due diligence reports and technical audits; Securing investor letters of intent and capital commitments; Regulatory submissions and EFL/FA approval process advancement; Finalization of definitive purchase agreement; Completion of JV Entity incorporation and governance documentation; Execution of permanent JV operating agreement and shareholders' agreement. 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. Upon closing, APX shall continue to maintain this operational intensity within the 50/50 JV structure.

4. Strategic and Investment Advisory Mandate

4.1 Operational and Execution-Focused Role.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 EFL/FA scrutiny and regulatory review; Board-level reserved matters architecture and governance design; Value-creation pathways through infrastructure investment, digital innovation, and commercial synergies; Stakeholder management across supporters, regulators, investors, and local community leadership; Joint Venture governance design ensuring 50/50 balanced control and decision-making authority. 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 Blackburn Rovers asset and the broader platform.

4.2 Day One Operational Planning.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 through the implementation of institutional-grade reporting and decision-making protocols currently rare in the league.

4.3 Regulatory and Reputational Risk Management.A critical component of this mandate is the proactive management of regulatory and reputational risk . The English football environment is sensitive to external investment, particularly involving complex ownership structures. APX will conduct ongoing analysis of the EFL's and FA's evolving governance standards and 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 with the club's historic legacy and Ewood Park tradition; Community investment and active supporter engagement; Financial stability and long-term vision; Competitive ambition aligned with sustainable growth; Partnership commitment demonstrating institutional depth and resource capability.

5. Capital Formation Strategy and Fundraising Leadership

5.1 Exclusive Capital Formation Authority.APX shall act as the exclusive lead for all capital formation activities relating to the Blackburn Rovers acquisition and the development of the broader sports 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, sovereign wealth funds, and strategic partners, ensuring that every participant is aligned with the long-term vision of the platform.

5.2 Hybrid Capital Formation: Blockchain and Investment Banking Infrastructure.APX shall deploy a sophisticated hybrid capital formation mechanism combining cutting-edge blockchain infrastructure with traditional investment banking relationships to execute a multi-layered fundraising strategy:

A. Blockchain-Native Capital Formation.APX shall leverage its blockchain and cryptocurrency infrastructure to mobilize capital from the digital asset ecosystem, including: Digital Asset Tokenization; Cryptocurrency Fundraising; Smart Contract Escrow Architecture; Blockchain Verification of Proof of Funds; APXCOIN Utility Framework Integration. B. Investment Banking Capital Formation.APX shall simultaneously activate its network of institutional investment banking relationships to raise capital from traditional sources: Institutional Equity Raise; Debt Financing Architecture; Structured Instruments; Co-Investment Platforms; Credit Facility Arrangements.

5.3 Integrated Capital Deployment Strategy.Tranche 1 Capital (Proof of Funds): £5-10 Million. Source: Mix of blockchain-verified cryptocurrency holdings and fiat committed through investment banking relationships. Timeline: Week 1-2. Tranche 2 Capital (Acquisition Funding): £35 Million + £2-5 Million Transaction Costs. Source: Institutional equity raises (40%), blockchain-native capital (30%), traditional debt (20%), sponsor commitment (10%). Timeline: Month 1-4. Tranche 3 Capital (Post-Acquisition Infrastructure & Expansion): £20-50 Million. Source: Platform revenue-backed equity offerings, APXCOIN ecosystem participation, co-investment vehicles. Timeline: Month 5-8 and beyond.

5.4 Investment Instruments and Governance Rights.APX shall design the specific investment instruments—ranging from preferred equity to structured debt to blockchain-native tokens—that will be used to attract different tiers of capital. Each instrument will be structured with clear governance rights and investor protections calibrated to investor sophistication and capital commitment.

6. THE PERMANENT 50/50 JOINT VENTURE ENTITY: STRUCTURE AND LONG-TERM PARTNERSHIP

6.1 JV Entity Purpose and Governance.Upon successful acquisition closing, Briton Ventures Limited and APX Corporation Inc. shall establish a permanent, 50/50 owned Joint Venture Entity (the " JV Entity ") that shall serve as the master platform for all sports acquisition, ownership, management, and capital deployment activities. Ownership Structure: Briton Ventures Limited: 50% equity ownership and voting rights; APX Corporation Inc.: 50% equity ownership and voting rights. Board of Directors: 4 seats total (2 appointed by BV, 2 appointed by APX). Chairperson Rotation: Alternating annually, with independent chairman casting vote only on deadlocked issues. Reserved Matters: Unanimous consent required for (i) material acquisitions or dispositions, (ii) annual budgets exceeding materiality thresholds, (iii) related-party transactions, (iv) changes to JV governance structure, (v) dissolution or fundamental business changes.

6.2 Multi-Year Capital Deployment Roadmap.Year 1 (Post-Closing): Foundation and Integration. Deploy £5-10 million in immediate stadium and infrastructure improvements. Establish APXCOIN ecosystem. Recruit elite staff. Years 2-3: Platform Development and Multi-Club Expansion. Identify and acquire 2-3 additional club assets. Deploy £50-100 million. Scale APXCOIN ecosystem to 50+ million ecosystem participants. Years 4-5: International Scaling and Capital Markets Optionality. Build portfolio of 5-8 owned clubs across multiple continents. Deploy cumulative £200+ million. Evaluate strategic optionality for public market listing or institutional capital raise.

6.3 Guaranteed Long-Term Activity Binding Covenant.This commitment to long-term JV partnership is BINDING and ENFORCEABLE. Both parties explicitly agree that: The interim period (8 months) is NOT a trial period or exploratory phase. It is the execution phase of a predetermined permanent partnership. Upon acquisition closing, the 50/50 JV Entity AUTOMATICALLY comes into existence, with both parties irrevocably committed to its operation for a minimum of 10 years, with perpetual renewal thereafter unless voluntarily dissolved by mutual written consent. Long-term activity is absolutely guaranteed. If Blackburn Rovers acquisition is completed, the JV Entity will immediately commence multi-year capital deployment roadmap activities. Neither party may exit the JV without the other's consent, except through fundamental breach. The 50/50 ownership structure is perpetual and binding. Reserved matters requiring unanimous consent ensure neither party can unilaterally liquidate assets or redirect capital.

7. APXCOIN Framework, Purpose and Limitations

7.1 Utility-First Philosophy.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 will NEVER be used as acquisition consideration for Blackburn Rovers or any club asset, nor will it ever be presented as a substitute for regulated fiat capital.

7.2 Primary Purpose and Functions.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, APX and BV can: Track fan engagement across multiple touchpoints; Incentivize long-term participation through dynamic APXCOIN rewards; Establish transparent, immutable engagement metrics that justify premium sponsorship valuations; Create a secondary market for APXCOIN exchange enabling investor liquidity and ecosystem depth; Deploy APXCOIN as co-consideration for future club acquisitions, technology partnerships, and infrastructure investments.

7.3 Governance and Utility Modules.APXCOIN utility modules are strictly governed and limited to: Ecosystem Access: Premium Content Entry (Membership Tier Only); Steward Markers: Participation Recognition (Verified History Only); Loyalty Loop: Dynamic Reward Cycling (Ecosystem Locked); Treasury Match: Digital Liquidity Depth (Institutional Auth); Future Acquisition Currency: Controlled deployment as co-consideration for additional club assets.

8. Escrow Structure and Deployed Capital Governance

8.1 Blockchain Escrow Implementation.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 to Blackburn Rovers' sellers and regulatory authorities. 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 independent third party for the duration of the agreement.

8.2 Escrow Specifications.Asset Amount: Minimum £5-10 million recommended. Lock Period: Twelve (12) months from Term Sheet execution. Status Reporting: Monthly certification of escrow status. Post-Closing Deployment: Upon acquisition closing, escrowed assets released and deployed into the JV Entity capital account for infrastructure investment.

8.3 Credibility Differentiation.The presence of these locked, blockchain-verified assets materially differentiates Briton Ventures' proposal from speculative bidders and reduces counterparty risk perception. This credibility mechanism is essential for: Demonstrating institutional seriousness; Satisfying EFL/FA regulatory requirements; Providing investor confidence; Establishing competitive advantage in negotiations; Removing ambiguity from the capital sourcing process; Signaling long-term commitment through permanent JV structure.

9. Communications, Media and Stakeholder Management

9.1 Risk-Management Discipline.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 stakeholders.

9.2 Narrative Management and Digital War Room.APX shall manage narrative sequencing to avoid leaks, misinterpretation, or reputational missteps. 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 Briton Ventures is always positioned as the club's visionary steward.

10. Platform, Technology and Infrastructure Planning

10.1 Foundational Platform Architecture.APX shall design the foundational platform architecture enabling Blackburn Rovers 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 and analytics; Treasury integration and financial reporting; Multi-club operational synergies; JV Entity governance infrastructure.

10.2 Stadium and Physical Infrastructure.Our infrastructure planning includes a full audit of Ewood Park and existing facilities, 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.

11. Interim Compensation and Monthly Retainer

12. Pro-Rata Capital Contribution and Ownership Allocation

12.1 Capital-Determines-Rights Principle.All future ventures, partnerships, or ownership structures arising from this engagement—including the permanent 50/50 Joint Venture Entity—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.

OFFER SUMMARY TABLE