Strategic Navigator
Interactive Roadmap to the Tampon Tribe Partnership Offer| Focus Area | Full Offer Definition | Action |
|---|---|---|
| Part A: Commercial Terms | Engagement Overview & Commitments | Navigate to Sec 1 |
| Financials | Fees, Success Fees, Equity | Navigate to Sec 2-4 |
| APXCoin Commitment | $3M Treasury Commitment & Escrow | Navigate to Sec 5 |
| Token Venture | TRIBE Token Architecture & Economics | Navigate to Sec 6-7 |
| Investment Scope | Investment and Capital Raising | Navigate to Sec 8 |
| Retainer Scope | Services Included & Excluded | Navigate to Sec 9-10 |
| Operating Mechanics | Expenses & Exclusivity | Navigate to Sec 11-12 |
| Part B: Legal Terms | IP, Confidentiality, Liability | Navigate to Sec 13-17 |
| Part C: Conditions | Engagement Conditions & Key Terms | Navigate to Sec 18 |
| Performance | KPI Framework & Execution Phases | Navigate to Sec 19-20 |
1. Engagement Overview
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Engagement Term
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Monthly Retainer ($)
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Success Fee
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Raise Target ($)
| Term | Confirmed Detail |
|---|---|
| Parties | APX Group ("APX" or "Advisor") and Tampon Tribe, Inc. ("TT" or "Company") |
| Engagement Type | Comprehensive multi-layer strategic partnership across 5 integrated pillars |
| Term | 9 months from the Effective Date |
| Scope Pillars | 1) Fundraising Activity 2) Token Creation & Token Strategy 3) Strategic & Marketing Infrastructure 4) Client Engagement Through Tokenization 5) Client Acquisition, Community & Fan Engagement |
1.1 APX Commitments
| Commitment | Detail |
|---|---|
| Fundraising & Capital Formation | Full-scope capital strategy, investor materials, data room, investor targeting, meeting preparation, term negotiation support, and closing coordination for the $5M growth capital round |
| Token Creation & Ecosystem Design | Complete Solana-native token architecture including concept, utility logic, ecosystem design, community framework, compliance posture, and deployment roadmap for the TRIBE Token |
| Advisory Board Appointment | Adi Cohen: capital formation strategy, investor and partner introductions, category positioning, token ecosystem guidance, and governance design |
| 9-Month Execution Program | Fundraising readiness, token design and deployment, digital marketing infrastructure, brand positioning, and operational governance across all workstreams |
| APXCoin Commitment | USD 3,000,000 equivalent in APXCOIN, locked in milestone-controlled escrow for marketing, customer acquisition, community activation, and ecosystem development |
| Compliance-First Approach | Documentation standards, governance frameworks, and regulatory-aware token design for sophisticated investors and institutional partners |
2. Fees and Payment
| Term | Confirmed Detail |
|---|---|
| Monthly Retainer | USD 25,000 per month |
| Payment Schedule | Paid two months in advance (first payment covers Months 1–2, due upon signing) |
| Total Retainer | USD 225,000 over the 9-month engagement |
| Currency | United States Dollars (USD) |
| Pre-Approved Expenses | Third-party costs above USD 2,000 per month require prior written approval |
3. Success Fees
| Component | Confirmed Detail |
|---|---|
| Base Success Fee | Flat 7.5% of gross cash proceeds raised from investors introduced, sourced, or directly coordinated by APX |
| TRIBE Mainnet Bonus | USD 100,000 upon successful TRIBE token mainnet launch on Solana |
| Growth Bonus | USD 50,000 upon achieving 50% year-over-year revenue growth |
| KPI Bonus Pool | Up to USD 250,000 tied to defined performance milestones (specific KPIs to be scheduled in the Agreement) |
4. Equity Participation
| Term | Confirmed Detail |
|---|---|
| Indicative Target | 1.0% of fully diluted equity, vesting across the engagement or against milestones |
| Range | 0.5% to 2.0% equity interest in Tampon Tribe, Inc. |
| Instrument | Equity grant or warrant (form to be determined at grant) |
| Vesting | Engagement and milestone-based vesting schedule |
| Protections | Anti-dilution rights and drag-along rights included |
| Mechanism | Exact percentage, strike price (if warrant), and vesting triggers to be set in a separate Equity Schedule |
5. APXCoin Treasury Commitment
APX will allocate USD 3,000,000 equivalent in APXCoin from its treasury as a structured commitment to Tampon Tribe. This allocation is not a substitute for cash engagement fees. It is a balance-sheet contribution by APX designed to strengthen the credibility and operational capacity of the partnership.
5.1 Escrow Purpose
| Purpose | Detail |
|---|---|
| Marketing Campaign Funding | Digital advertising, content promotion, and brand awareness initiatives where token-based incentives add value |
| Customer Acquisition Incentives | Rewards for new customer onboarding, referral completions, subscription enrollment, and community participation |
| Community Activation | Sustainability challenges, advocacy campaigns, UGC bounties, and community governance incentives |
| Strategic Partnership Development | Incentive structures for key partnerships with hospitality groups, retail distribution partners, and co-marketing allies |
| Ecosystem Liquidity Support | Strategic reserve enabling healthy market mechanics and reward flows within the TRIBE Token ecosystem |
5.2 Milestone-Controlled Escrow Schedule
| Milestone | Release | Cumulative |
|---|---|---|
| Engagement Agreement Execution | $150,000 (5%) | $150,000 |
| Phase 1 Completion: Strategy + Diligence | $300,000 (10%) | $450,000 |
| Investor Materials + Data Room Approved | $300,000 (10%) | $750,000 |
| Token Blueprint Approved by Company | $450,000 (15%) | $1,200,000 |
| First Investor Term Sheet Received | $300,000 (10%) | $1,500,000 |
| Capital Round Closed ($5M Target) | $600,000 (20%) | $2,100,000 |
| TRIBE Token Launch on Solana Mainnet | $450,000 (15%) | $2,550,000 |
| 6-Month Post-Launch KPI Achievement | $450,000 (15%) | $3,000,000 |
Agreement Execution5%
Phase 1 Completion15%
Investor Materials Approved25%
Token Blueprint Approved40%
First Term Sheet50%
Capital Round Closed70%
TRIBE Launch85%
6-Month KPI Achievement100%
5.3 Program Allocation Framework
| Program Category | Allocation | Purpose |
|---|---|---|
| Digital Marketing + Paid Campaigns | 35% | Performance marketing, brand awareness, content promotion |
| Customer Onboarding + Referral | 15% | New customer rewards, referral bonuses, subscription incentives |
| Community Activation | 15% | UGC campaigns, sustainability challenges, governance participation |
| Hospitality-to-D2C Bridge | 10% | Hotel guest conversion, QR rewards, amenity-to-subscriber programs |
| Retail Launch Support | 10% | In-store promotions, retail buyer incentives, distributor activation |
| Strategic Partnerships | 10% | Co-marketing, cross-brand collaborations, institutional partnerships |
| Ecosystem Reserve | 5% | Contingency, market making support, unforeseen opportunities |
5.4 Deployment Principles
| Principle | Detail |
|---|---|
| Milestone Control | Releases strictly controlled by objective milestone achievement verified through the governance process |
| Utility Focus | All deployments focused on genuine utility creating measurable business value, avoiding speculative dynamics |
| Compliance-First | Deployments align with applicable regulations, platform policies, and ethical standards |
| Transparency | Clear documentation of allocation decisions and performance outcomes |
6. Token Venture (TRIBE)
| Term | Confirmed Detail |
|---|---|
| Status | INCLUDED as a full integrated layer of the partnership |
| Blockchain | Solana |
| Token | TRIBE utility token |
| Scope | Full token venture design, tokenomics, smart contract development, compliance framework, launch strategy, and post-launch support |
| Integration | Token Venture is integrated across all 5 pillars, not a standalone workstream |
| Phase | Embedded into pillar deliverables; token design, utility mapping, and launch preparation run in parallel with advisory and capital raising activities |
7. Token Venture Economics
The following economics apply to the token venture and are structured separately from the base engagement retainer.
| Component | Confirmed Detail |
|---|---|
| Token Activation Fee | USD 100,000 (USD 60,000 cash + USD 40,000 equivalent in created tokens) |
| Core Build Fee | USD 850,000 equivalent (10% cash, 90% created tokens); payable 40% at kickoff, 30% at test environment, 30% at production launch |
| APX Treasury Contribution | Up to 5,000,000 APXCOIN as APX-funded strategic reserve for activation, rewards, and ecosystem support |
| APX Token Allocation | 10% of total token-venture supply, 12-month cliff, 36-month linear vesting |
| Primary Revenue Share | 20% of gross receipts from token-venture primary sales, tokenized memberships, or authorized 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 |
| Performance Bonus | Up to USD 250,000 based on written KPI triggers (retention, conversion, uptime, launch-performance milestones) |
Token-venture percentages are restricted to the token venture only. They do not apply to TT standard D2C, hospitality, B2B, private-label, wholesale, Amazon, or general equity financing revenues.
90%
Build Fee in Tokens
10%
Build Fee in Cash
20%
Primary Rev Share
8. Investment and Capital Raising
| Term | Confirmed Detail |
|---|---|
| APX Role | Fundraiser Lead and anchor investor coordinator |
| Raise Target | USD 5,000,000 growth capital |
| Minimum Initial Investors | At least 3 initial investors introduced or coordinated by APX |
| Exit Horizon | 24 to 36 months strategic planning window |
| Investor Relations | APX manages investor communications, data room preparation, and due diligence coordination |
9. Services Included in Retainer
| Service | Detail |
|---|---|
| Capital Formation | Capital strategy, investor positioning, materials development, diligence preparation, investor process management, and transaction coordination |
| Brand & Commercial Strategy | Omnichannel growth, retention infrastructure, community architecture, content logic, and KPI design |
| Token Blueprint | Token concept development, utility architecture, governance design, rollout sequencing, and tokenized engagement planning through blueprint stage |
| Coin Engagement | Client acquisition, community, and fan engagement planning service tied to the coin ecosystem |
| Operating Cadence | Weekly and monthly operating cadence, reporting structures, and strategic management support for the duration of the engagement |
10. Services Excluded from Retainer
| Exclusion | Detail |
|---|---|
| Legal / Tax / Audit | Legal, tax, audit, or regulatory advisory work performed by third-party counsel or advisors |
| Paid Media / Marketing Spend | Paid media spend, channel advertising budgets, creative production budgets, influencer fees, or other out-of-pocket marketing expenditure |
| Technical Development | Smart contract engineering, third-party technical development, security audits, custodial services, KYC tooling, or platform licensing fees not in a signed implementation work order |
| Travel / Extraordinary Expenses | Travel or extraordinary third-party operating expenses unless approved in advance in writing |
11. Expenses
| Term | Confirmed Detail |
|---|---|
| Pre-Approval Threshold | Any single expense exceeding USD 5,000 requires prior written approval from TT |
| Token-Phase Threshold | Third-party token-phase expenses above USD 2,000 per month only if pre-approved |
| Reporting | Weekly expense reporting by APX to TT |
| Reimbursement | Reasonable, documented business expenses reimbursed per the Agreement terms |
12. Exclusivity
| Term | Confirmed Detail |
|---|---|
| Scope | APX holds exclusive engagement rights for tokenization design and fundraising activities |
| Duration | Co-extensive with the Agreement term (9 months) |
| Carve-Out | Subject to carve-outs for pre-existing relationships disclosed by Tampon Tribe |
| Restriction | TT shall not engage another advisor or agent for tokenization or capital raising during the term without APX prior written consent |
13. Intellectual Property
| Term | Confirmed Detail |
|---|---|
| Work Product Ownership | TT owns all work product and deliverables upon full payment of applicable fees |
| APX Retained Rights | APX retains ownership of its pre-existing frameworks, methodologies, tools, and proprietary know-how |
| License | APX grants TT a perpetual, non-exclusive license to use any APX frameworks embedded in delivered work product |
14. Confidentiality
| Term | Confirmed Detail |
|---|---|
| Obligation | Mutual confidentiality obligations binding on both parties |
| Standard | Each party shall protect the other’s Confidential Information with the same degree of care as its own (no less than reasonable care) |
| Exclusions | Standard carve-outs: public domain, independent development, rightful third-party disclosure, compelled disclosure by law |
| Survival | Confidentiality obligations survive termination of the Agreement |
15. Liability and Indemnification
15.1 Limitation of Liability
| Term | Confirmed Detail |
|---|---|
| Cap | Aggregate liability of each party capped at total fees paid or payable in the 12-month period preceding the claim |
| Exclusions from Cap | Fraud, wilful misconduct, breach of confidentiality, and indemnification obligations (uncapped) |
| Consequential Damages | Neither party liable for indirect, incidental, consequential, or punitive damages except in cases of fraud or wilful misconduct |
15.2 Indemnification
| Term | Confirmed Detail |
|---|---|
| Direction | TT indemnifies APX against third-party claims arising from TT’s business operations, products, and regulatory matters |
| Scope | Covers losses, damages, costs, and reasonable legal fees |
| Procedure | Standard notice, cooperation, and control-of-defense mechanics to be set out in the Agreement |
16. Engagement Terms and Termination
APX commits to execution, process discipline, and outreach effort; does not guarantee financing closes, investor participation, or token launch.
| Term | Confirmed Detail |
|---|---|
| Term Duration | 9 months from the Effective Date |
| For Cause Termination | Either party may terminate upon material breach by the other party, subject to a 15 business day written cure period |
| No Guarantee | APX commits to execution, process discipline, and outreach effort; does not guarantee financing closes, investor participation, or token launch |
| Effect of Termination | Accrued obligations, payment for services rendered, and IP transfer (upon payment) survive termination |
| Tail / Survival | Survival clause covering confidentiality, IP, indemnification, limitation of liability, success-fee provisions, and governing law |
| Legal Position | Any token design or launch activity remains subject to counsel review, jurisdictional analysis, and final business approval |
17. Governing Law and Disputes
| Term | Confirmed Detail |
|---|---|
| Governing Law | State of Delaware, United States |
| Dispute Resolution | Binding arbitration administered by JAMS under its Comprehensive Arbitration Rules |
| Arbitration Seat | To be specified in the Agreement (default: New York, NY or Wilmington, DE) |
| Costs | Arbitration costs split equally between the parties; each party bears its own legal fees unless the arbitrator awards costs |
| Injunctive Relief | Either party may seek injunctive or equitable relief from a court of competent jurisdiction without waiving arbitration rights |
18. Conditions and Key Terms
18.1 Engagement Commencement Conditions
| Condition | Detail |
|---|---|
| Cap Table | Complete and accurate cap table representation (equity, convertible notes, SAFEs, all claims) |
| Financial Statements | Audited or reviewed financial statements for 24 months (or detailed unaudited with management representation letters) |
| Investor List | List of all existing investors, board observers, and governance parties relevant to capital formation or term sheet approval |
| Litigation Confirmation | Written confirmation: no pending or threatened material litigation or regulatory investigations |
| Access | Read-only access to management, financial systems, customer data systems, and operating infrastructure as needed |
18.2 Additional Conditions
| Condition | Detail |
|---|---|
| Investor Approval | Existing investors with approval rights over major transactions must approve engagement or consent to initiatives |
| Regulatory Counsel | TT engages experienced securities/tokenization counsel (mutually agreed); APX defers to counsel on compliance |
| Founder Commitment | CEO and COO commit minimum 10–15 hours per week to strategic planning, decision-making, and investor communication |
| Token Governance Post-Launch | APX designs governance framework but does not control voting, treasury, or strategic decisions post-launch |
| Limitation on Advice | APX provides strategic, commercial, financial, and tokenization advisory only; not legal, tax, or accounting advice |
19. KPI Framework
| KPI Category | Metric | Target |
|---|---|---|
| Fundraising | Investor meetings scheduled | 20+ qualified meetings |
| Fundraising | Term sheets received | 2–3 competitive offers |
| Fundraising | Capital closed | $5M growth round |
| Token | Blueprint completion | Phase 1 delivery |
| Token | Community pre-registration | 5,000+ signups |
| Marketing | D2C revenue growth | Maintain 369% YoY trajectory |
| Marketing | B2B pipeline conversion | $10M+ converted to revenue |
| Engagement | Token holder adoption | 10,000+ active wallets (post-launch) |
| Governance | Reporting cadence | 100% on-time delivery |
20. Execution Phases
Phase 1: Foundation (Months 1–3)
Diligence reconciliation, cap table verification, investor materials, data room, token concept, brand audit, marketing assessment
Phase 2: Execution (Months 4–6)
Active investor outreach, token blueprint finalization, smart contract architecture, marketing deployment, D2C acceleration, B2B conversion
Phase 3: Optimization (Months 7–9)
Capital round closing, TRIBE Token deployment preparation, community activation, retention optimization, post-launch KPI tracking, transition planning
STRATEGIC PILLARS
Fundraising Activity
Full-scope capital strategy and investor coordination for the $5M growth capital round.
Token Creation & Strategy
Complete Solana-native token architecture and deployment roadmap for the TRIBE Token.
Marketing Infrastructure
Strategic growth implementation ensuring measurable business value across D2C and B2B channels.
Client Acquisition & Community
Ecosystem design, compliance posture, and engagement planning integrated through tokenization.