Strategic Advisory, Fund Raising and Tokenization Offer

Strategic Snapshot

1. Executive Introduction

APX proposes a multi-workstream services engagement designed to help MMG / Dezzai convert its strategic intent into a disciplined capital formation track, a structured strategic plan, a coherent marketing and brand-building architecture, and the operating infrastructure required to execute across MMG / Dezzai's present and future commercial activity.

The mandate is structured for an institutional principal that intends to deploy capital across multiple commercial fronts and that requires an embedded execution partner across the full lifecycle of capital, strategy, marketing, and operating workstreams. APX's role under this proposal is not narrow advisory. APX serves as a strategic execution partner across four integrated Phase 1 workstreams operating under unified governance and reporting cadence: (i) capital formation, (ii) strategic planning and advisory, (iii) marketing and communications, and (iv) general operating support.

The Phase 1 mandate is mandatory for the Engagement Term. Phase 2 (tokenization) and Phase 3 (long-term strategic build-up) are optional, election-gated phases that activate only upon MMG / Dezzai's affirmative written election. APX is engaged as advisor and executor — not as a co-principal investor or capital guarantor.

1.1 What APX Is Committing

APX commits senior personnel, the APX capital-formation network, the APX strategic planning toolkit, the APX marketing and brand-building discipline, and the APX operating-support infrastructure to MMG / Dezzai on a continuous basis throughout the Engagement Term.

APX commits to a fixed monthly retainer across a nine (9) month indicative Engagement Term, performance-based capital formation economics tied to actual funded Closings, and a six (6) month tail on attribution. APX commits to deliver named workstream outputs against a defined cadence of weekly execution meetings, biweekly steering sessions, monthly board-style reports, and quarterly strategic reviews.

1.2 Structure of This Offer

This document sets forth APX Group's proposed services engagement with MMG / Dezzai covering capital formation, strategic planning, marketing and brand-building, communications, and general operating support, with optional sequential phases for tokenization and long-term strategic build-up. The Offer is governed by the Master Services and Engagement Agreement of even date and is intended to be read in conjunction with that Agreement.

2. APX Strategic Positioning

APX is structured as a cross-border execution firm with capabilities across capital formation, valuation, transaction structuring, governance design, marketing and brand-building, communications and stakeholder management, operating-model build, tokenomics design, and blockchain-enabled platform development.

APX delivers under a single integrated mandate, eliminating the misalignment that typically arises when capital, advisory, marketing, communications, and operating workstreams are split across multiple firms. APX's positioning is institutional. The firm operates with the methodology and governance discipline of a senior advisory house combined with the executional pace of a principal-led platform. Every strategic decision is taken with full awareness of capital efficiency, narrative discipline, regulatory posture, and operating realism in a single conversation.

This is the primary commercial logic of the engagement and the principal reason for APX's exclusive mandate during the Engagement Term.

The 9-month retainer demonstrates APX commitment. The 7.5% Mandate Success Fee aligns APX upside to MMG / Dezzai's actual capital. The 6-month tail protects APX attribution post-engagement. The five integrated pillars (fundraising, tokenization, sovereign and enterprise expansion, token-driven client engagement, developer and community acquisition) preserve disciplined execution under unified governance. Together the four mechanisms deliver clean alignment between APX delivery and MMG / Dezzai value creation.

3. APX Understanding of MMG / Dezzai

3.1 Current Position

MMG / Dezzai (MedLab Media Group, founded 2015) operates as a European deep-tech AI company led by Oleg Vorontsov, PhD as Chief Executive Officer, with Omar Larios as Chief Operating Officer, Adrián Alonso, PhD as Chief AI Officer, and Raúl Carrasco as Chief Tech Lead. The Company's present commercial focus spans sovereign AI infrastructure for KSA / GCC, enterprise and SME AI copilot deployment via Querix, dental AI and patented hardware via Dentomo and Dentomatics, and veterinary AI via VetGo. The Company's strategic intent is to build a scalable, multi-vertical, multi-jurisdiction sovereign AI infrastructure platform supported by institutional capital and disciplined operating infrastructure.

3.2 Strategic Inflection Point

MMG / Dezzai stands at a strategic inflection point at which a strong technology dataroom and deep KSA institutional access must be matched by a structured, institutional-grade execution architecture for capital formation. The next stage requires a coordinated capital story, a coherent strategic plan, a controlled communications posture, and operating infrastructure capable of supporting institutional capital partners and counterparties at scale. APX is the integrated execution partner contemplated for that next stage.

3.3 Operating Strength and Constraints

MMG / Dezzai's operating strength rests in proprietary IP, deep-tech research output, the breadth of KSA institutional relationships under cultivation, and the strategic vision of the founding leadership team. The constraints are recognizable as those of a principal-led platform at inflection: capital formation needs structuring discipline; strategic planning needs documented rigor; marketing and stakeholder posture needs centralized control; and operating infrastructure needs to be built ahead of demand rather than reactively. APX is configured to deliver against each of these dimensions in parallel.

3.4 Early Diligence Priorities

In the early weeks of Phase 1, APX conducts a focused diligence pass covering: (i) current capital posture and prospective capital needs across MMG / Dezzai's four-pillar pipeline; (ii) governance and corporate-structuring readiness; (iii) operating-model gaps relative to the institutional standard; and (iv) brand and communications posture. The output is a Diligence Summary delivered to MMG / Dezzai's executive sponsor within the first thirty days, identifying the highest-priority fixes and the sequencing of Phase 1 workstream activation.

3.5 Strategic Fit with APX

MMG / Dezzai's profile maps cleanly to APX's integrated mandate model. MMG / Dezzai requires capital formation execution, strategic planning, marketing discipline, and operating infrastructure delivered in parallel under unified governance — which is precisely the architecture APX is built to deliver. The fit is reinforced by alignment on cadence (weekly transaction working group, biweekly steering committee, monthly board-style report), on documentation discipline (signed memoranda governing Capital Strategy, Strategic Baseline, Financing Structure, Tokenomics, Governance), and on commercial logic (retainer-plus-success-fee with tail protection). APX views MMG / Dezzai as a principal-grade engagement that justifies the firm's senior delivery team and full-spectrum capability.

4. Opportunity Overview

4.1 Strategic Opportunity

MMG / Dezzai is positioned to translate proprietary IP and KSA institutional access into a multi-vertical sovereign AI infrastructure platform. The opportunity for APX is to provide the integrated execution infrastructure — capital, strategy, brand, and operations — that converts that vision into an investor-grade, governance-disciplined, capital-deployable machine. The engagement is structured to deliver tangible Phase 1 outputs (Capital Strategy Memorandum, Strategic Baseline Memorandum, Brand Identity System, Operating Model Blueprint) within the first ninety days and to keep the entire MMG / Dezzai platform commercially activated through the nine-month Engagement Term.

4.2 Capital Markets Posture

Institutional capital today expects coherence, transparency, and disciplined governance from any principal-led platform. APX's mandate is calibrated to deliver exactly that posture. The capital formation workstream produces audit-grade materials, the strategic planning workstream produces signed memoranda, the marketing workstream produces a controlled brand and communications system, and the operating workstream produces governance and reporting infrastructure that withstands diligence. Together they generate the institutional surface area required to attract and convert tier-1 capital — private equity, growth equity, family offices, sovereign-adjacent pools, and strategic corporates.

4.3 Optional Build-Up Layers

Phase 2 (tokenization) and Phase 3 (long-term strategic build-up) provide MMG / Dezzai with two distinct optional layers. Phase 2 is a tokenization layer — Option A native MMG / Dezzai project token (DEZZAI Token) or Option B APXCOIN integration — designed to add a digital asset and ecosystem-incentive surface to MMG / Dezzai's commercial platform if and when MMG / Dezzai's board concludes the layer adds strategic value. Phase 3 is a long-horizon platform build mandate — multi-asset acquisitions, co-investment vehicles, cross-asset operating model — available from Month 24 onward as an elected continuation. Both phases are election-gated and incur incremental compensation only upon activation.

MMG / Dezzai is not obligated to elect Phase 2 or Phase 3. Both are designed as future optionality available under controlled scope and commercial terms. Phase 1 delivers standalone institutional value regardless of whether subsequent phases are activated.

5. Proposed Scope of Services

Phase 1 services are delivered through four (4) parallel workstreams operating under unified governance, supplemented by optional Phase 2 (tokenization) and Phase 3 (long-term strategic build-up) layers. The sections below set out the full delivery scope in each workstream, including activities, deliverables, methodology, and the expected output MMG / Dezzai receives.

5.1 Capital Formation — Fundraising and Investor Process Execution

APX designs and executes the capital formation programme required to support MMG / Dezzai's present and future commercial deployments. This is the single largest workstream by effort allocation in Phase 1 and the workstream most directly aligned to MMG / Dezzai's economic objectives.

5.1.1 Valuation and Capital Architecture

APX produces a Capital Strategy Memorandum that establishes MMG / Dezzai's defensible valuation posture and capital plan. The memorandum integrates: comparable-transaction analysis (recent precedent transactions in sovereign AI, enterprise AI, deep-tech, and adjacent sectors); discounted cash flow modelling under multiple operating cases; sum-of-the-parts analysis across the four-pillar architecture; LBO-style returns analysis from the perspective of likely financial sponsors; and sensitivity analysis across the key value drivers. The memorandum sets a Valuation Boundary (low/base/high) and an explicit recommended capital plan covering quantum, instrument mix, dilution profile, and post-money governance posture.

5.1.2 Financing Structure and Instrument Strategy

APX evaluates the full instrument spectrum — common equity, preferred equity, convertible notes, SAFEs, structured debt, mezzanine instruments, and hybrid structures — and recommends the optimal capital stack. The Financing Structure Memorandum sets out the capital stack scenarios (single-tranche, multi-tranche, primary-only, primary-plus-secondary), the instrument design notes (liquidation preference, anti-dilution, conversion mechanics, dividend treatment, governance rights), and the post-Closing capital plan (follow-on rounds, refinancing options, exit pathways).

5.1.3 Investor Narrative Package and Materials

APX produces the complete investor materials suite: the executive teaser (one to two pages), the full Information Memorandum (typically 25-45 pages depending on diligence depth), the institutional financial model (operating, capital, returns, sensitivity, scenarios), the management presentation deck (45-60 minutes), the data room set-up and curation, and the supporting collateral library (case studies, customer references, regulatory filings, legal opinions). All materials are produced to a standard that survives institutional diligence and that can be deployed unchanged across multiple investor segments.

5.1.4 Investor Segmentation and Coverage

APX segments the addressable investor universe across institutional equity (private equity, growth equity, venture), family offices and HNW capital, sovereign-adjacent capital (PIFs, GIC-style allocators), strategic corporates, and specialist sector capital pools. Targets are tiered (A/B/C) by fit, conviction, and execution probability. The Coverage Plan defines the outreach sequencing, the warm-introduction map (mutual relationships, prior co-investments, principal-level access), and the expected coverage of broad qualified investor pipeline in active dialogue during the active raise window.

5.1.5 Outreach and Roadshow Management

APX manages all outreach activity: warm introductions through APX's network, targeted cold outreach with tailored framing per investor, conference and industry-event coverage, and inbound interest qualification. Roadshow management covers logistics (scheduling, travel, materials, follow-up), meeting cadence and intensity (intensive two-week sprints aligned to investor calendars), and meeting performance (live coverage tracker, weekly velocity report, investor feedback synthesis, real-time materials adjustment).

5.1.6 Diligence Control and Q&A Discipline

APX operates the diligence control function: data room set-up and access management, Q&A bank construction, expert-call coordination, site-visit logistics (where relevant), and diligence-issue tracking. The Diligence Control Index records every investor question, every response provided, every supporting document delivered, and every open issue with target close date and owner. The objective is zero diligence surprise at signing, and full audit-trail integrity for post-Closing investor relations.

5.1.7 Negotiation and Closing

APX leads term-sheet drafting and negotiation strategy in coordination with MMG / Dezzai counsel: economic terms (valuation, instrument structure, dilution, dividend treatment), governance terms (board seats, observer rights, reserved-matters consent rights, information rights), protective terms (anti-dilution, liquidation preference, drag/tag, ROFR/ROFO), and closing conditions (conditions precedent, MAC, regulatory). APX maintains the Concession Log, the Definitive Negotiation Playbook, and the Closing Control File covering conditions-precedent matrix, signing logistics, and wire-ready execution.

5.1.8 Post-Closing Investor Relations

Following Closing, APX establishes the investor relations cadence: quarterly investor letters, monthly KPI updates, capital deployment tracking, follow-on round preparation, and LP portal architecture (where relevant). The IR cadence is designed to reinforce institutional confidence between rounds, to maintain real-time visibility on commitments and deployments, and to position MMG / Dezzai for follow-on rounds and exit events with the same investor base from a position of trust.

5.2 Strategic Planning and Advisory

APX delivers the strategic planning and advisory function expected of a senior consulting partner combined with the operational execution of a principal-led platform. The workstream produces the documented strategic architecture against which capital is raised, marketing is calibrated, and operating infrastructure is built.

5.2.1 Strategic Baseline and Positioning

APX produces a Strategic Baseline Memorandum codifying MMG / Dezzai's vision, mission, value proposition, market positioning, competitive differentiation, and strategic intent over a 12-, 36-, and 60-month horizon. The memorandum becomes the canonical reference document used by every other workstream — capital materials, marketing narratives, governance positioning, and operating decisions all anchor to the Strategic Baseline.

5.2.2 Market and Competitive Analysis

APX maps MMG / Dezzai's addressable markets including total-addressable, serviceable-addressable, and serviceable-obtainable market sizing (TAM/SAM/SOM); competitive intensity per segment; direct and adjacent competitor mapping with capability and positioning matrices; regulatory and policy environment per jurisdiction; technology and disruption trends relevant to MMG / Dezzai's commercial activities; and the strategic implications for MMG / Dezzai's positioning. Output is an institutional Market & Competitive Analysis briefing pack with quarterly refresh cycle.

5.2.3 Transaction Structuring

APX designs the optimal corporate and transaction architecture for each capital event: special-purpose vehicle design, holding-company architecture, tax-efficient jurisdictional structuring, intercompany agreements, transfer-pricing posture, and treasury management. Output is the Transaction Structure Memorandum covering legal entity map, tax-residence analysis, intra-group financing flows, dividend and repatriation pathways, and the supporting documentation requirements for each entity.

5.2.4 Governance Architecture

APX designs MMG / Dezzai's governance system: board composition (size, independence, expertise mix), committee structure (audit, compensation, nominations, risk, ESG as relevant), reserved-matters framework (which decisions require board, executive, or shareholder approval), decision-rights matrix (RACI at portfolio and entity level), conflict-of-interest framework, related-party transaction protocols, and information-rights architecture for investors. Output is the Governance Architecture Plan with implementation playbook.

5.2.5 Operating Model Design

APX designs MMG / Dezzai's operating model: organizational structure, executive role design, executive search support and compensation framework, accountability and decision-rights, P&L vs cost-centre architecture, shared-services model where applicable, and the transition path from current state to target state. Output is the Operating Model Blueprint, complete with role specifications, RACI, and 90/180/365-day transition milestones.

5.2.6 Multi-Year Strategic Roadmap

APX produces MMG / Dezzai's 5-year strategic roadmap with quantified milestones, capital deployment schedule, financial projections (P&L, cash flow, balance sheet, KPI dashboard), strategic decision points, and triggered review checkpoints. The roadmap is modeled in scenarios (base, upside, downside) with explicit assumption documentation and quarterly recalibration discipline.

5.2.7 Risk and Scenario Planning

APX builds MMG / Dezzai's risk management infrastructure: risk register with severity-likelihood scoring, scenario planning across upside, base, and downside cases, war-game protocols for high-impact disruption events, mitigation playbooks per category (commercial, financial, regulatory, operational, reputational, geopolitical), and quarterly risk-posture review with the Steering Committee.

5.2.8 Business Development and Partnerships

APX identifies, designs, and structures partnerships, joint ventures, strategic alliances, and licensing arrangements that accelerate MMG / Dezzai's strategic objectives. Output is the Partnership Pipeline (target list with status), JV/alliance term-sheet templates aligned to MMG / Dezzai's standard terms, and the Integration Framework for executing and operating partnerships post-signing.

5.3 Marketing, Brand, and Communications

APX delivers the marketing, brand, and communications function as a strategic discipline rather than a promotional activity. The workstream is calibrated to support investor positioning, counterparty engagement, regulatory and stakeholder posture, and the long-term brand equity required to scale MMG / Dezzai across multiple commercial fronts.

5.3.1 Brand Identity and Visual System

APX produces or refines MMG / Dezzai's complete brand identity: logo and wordmark system, typography hierarchy, colour palette and accessibility-tested contrast standards, iconography, photography direction, motion principles, and the canonical Design System / Brand Book that codifies the rules across all surfaces. Output is a production-ready visual identity with versioned assets, master files, and usage guidelines.

5.3.2 Brand Strategy and Narrative Architecture

APX designs the brand strategy: positioning statement, brand archetype, voice and tone guidelines, message hierarchy across audience segments (investors, counterparties, regulators, talent, media), and the canonical narrative architecture used as the source of truth for every external communication. The narrative architecture ensures consistency across investor decks, press releases, founder essays, regulatory filings, and product collateral.

5.3.3 Digital Presence and Web Architecture

APX leads MMG / Dezzai's digital presence: website strategy and architecture (corporate site, investor portal, sub-brand sites where relevant), CMS selection and configuration, SEO baseline and ongoing optimization, analytics infrastructure (GA4, dashboards, conversion tracking), accessibility compliance, performance targets (Core Web Vitals), and security posture (HTTPS, CSP, headers, basic OWASP coverage). Output is a launched, indexed, monitored, and conversion-ready digital presence.

5.3.4 Investor Communications

APX produces and operates MMG / Dezzai's investor communications system: investor decks (variants per audience), Information Memoranda (where Capital Formation requires), quarterly investor letters, monthly KPI updates, board pack templates, IR website (private and gated), and the IR cadence calendar. All materials are produced to institutional diligence standard with audit-trail integrity.

5.3.5 Media Strategy and Press Relations

APX manages MMG / Dezzai's media posture: tier-1 media mapping (FT, WSJ, Bloomberg, Reuters, sector-specific outlets), embargo discipline, exclusive-cycle management, journalist relationship cultivation, message-track preparation, and crisis-ready statement library. Output is the Media and Press Strategy with quarterly review and tier-1 placement targets per cycle.

5.3.6 Digital and Social Operations

APX operates MMG / Dezzai's digital and social presence: LinkedIn (executive and corporate), Twitter/X, sector-specific channels, content calendar, content production pipeline, real-time monitoring, response protocols, and analytics. Output is the Digital and Social Operating Model with weekly content cadence, monthly performance reporting, and quarterly strategy review.

5.3.7 Content and Thought Leadership

APX produces a thought-leadership programme: white papers, research notes, market commentary, founder essays, podcast appearances, industry-event speaking opportunities, and original research that anchors MMG / Dezzai's authority in chosen domains. The programme builds a defensible content moat and supports investor, counterparty, and talent funnels simultaneously.

5.3.8 Crisis Communications

APX builds MMG / Dezzai's crisis communications infrastructure: pre-drafted statements for high-likelihood scenarios, escalation matrix (who decides, who signs, who speaks), simulation runs (twice-yearly), legal-PR coordination playbook, and post-incident review protocol. Output is a Crisis Communications Protocol that survives counsel review and that can be activated within hours of an incident.

5.3.9 Events and Production

APX leads MMG / Dezzai's event programme: investor days, board meetings, capital-markets events, partner summits, product launches, and proprietary thought-leadership convenings. Production scope covers venue, format, content, agenda, materials, AV, photography, and post-event communications.

5.3.10 Performance Marketing and Paid Media

Where MMG / Dezzai's commercial activity has direct customer or counterparty acquisition motions, APX designs and operates performance marketing across paid search, paid social, programmatic, and content syndication channels. Performance marketing is operated under a measurable attribution model with a monthly optimization cycle and a quarterly strategic review.

5.4 General Operating Support

APX provides general operating support to MMG / Dezzai's executive team during the Engagement Term, ensuring that operational infrastructure is built in parallel with the capital, strategic, and marketing workstreams. APX operates as an extension of MMG / Dezzai's executive bench across the eight functional surfaces below.

5.4.1 Day-One and Transaction Readiness

For each capital event or transaction, APX produces a Readiness Pack covering: 100-day operational plan; staff transition planning; IT, data, and systems continuity; vendor onboarding/offboarding; counterparty notification protocols; communications cascade plan (employees, customers, vendors, regulators, media); and the post-Closing operational checklist with explicit owners and deadlines.

5.4.2 Internal Governance and Decision Architecture

APX builds MMG / Dezzai's internal governance: board charter, committee charters (audit, compensation, nominations, risk, ESG as relevant), management committee charter, delegations of authority (DoA) framework, expense and procurement policy, conflicts policy, code of conduct, and the canonical Policy Register with versioning and review cadence.

5.4.3 Reporting and Cadence Infrastructure

APX designs and operates MMG / Dezzai's reporting infrastructure: weekly operational reports, biweekly steering reports, monthly board-style reports (P&L, cash flow, KPI dashboard, risk register, decision log), quarterly strategic reviews, and annual investor-facing reports. Templates are versioned, dashboard-automated where appropriate, and integrated with MMG / Dezzai's underlying source systems.

5.4.4 Risk, Issue, Dependency, and Change Management

APX maintains the canonical Risk Register, Issue Register, Dependency Register, Change Register, and Decision Register across the engagement. Each register operates under a documented escalation pathway, an explicit cadence of review (weekly operational, monthly executive, quarterly board-level), and an audit-trail discipline that survives institutional diligence.

5.4.5 Finance and Reporting Support

APX provides interim CFO-level support as required: financial planning and analysis (rolling forecast, scenario modeling), management accounting discipline, treasury design (banking architecture, cash management, FX exposure), audit-prep workstream, and the build of KPI dashboards aligned to the strategic baseline. Where MMG / Dezzai requires permanent finance leadership, APX runs the executive search workstream in parallel.

5.4.6 Human Capital and Talent

APX supports MMG / Dezzai's talent function: executive role design and competency frameworks, executive search coordination (with retained search firms where appropriate), compensation framework (cash, equity, long-term incentives), equity-plan design (ISOs/NSOs/RSUs/profit-share), succession planning for critical roles, and the onboarding architecture that makes new senior hires productive within 30/60/90 days.

5.4.7 Technology, Data, and Cybersecurity

APX designs MMG / Dezzai's technology stack architecture: ERP/finance system selection, CRM and pipeline tools, data warehouse and BI tools, productivity and collaboration stack, document management and signing infrastructure, and the cybersecurity baseline (identity and access, endpoint, email, vendor risk, incident response). Data governance covers classification, retention, residency, and access-rights — designed to survive counterparty diligence and regulator inquiry.

5.4.8 Legal and Compliance Coordination

APX coordinates MMG / Dezzai's legal and compliance function: entity formation and maintenance (with MMG / Dezzai counsel), regulatory mapping by jurisdiction, contract template library (NDA, MSA, SOW, supplier, partnership), AML/KYC ops, data protection (GDPR, UK GDPR, jurisdiction-specific), IP protection (trademarks, copyright, trade-secret protocols), and the standing relationship with external counsel for transactional and contentious matters.

5.6 Phase 2 — Tokenization (Optional, Election-Gated)

Phase 2 is an optional, election-gated phase covering digital asset implementation. It activates only upon MMG / Dezzai's affirmative written election within sixty (60) calendar days following Phase 1 completion. Phase 2 offers two mutually exclusive paths.

5.5.1 Option A — MMG / Dezzai-Native Token Creation: End-to-End Programme

Option A delivers MMG / Dezzai ownership and control of a native token layer with full lifecycle execution from utility design through ninety-day stabilization. The programme is delivered in ten sequential workstreams with explicit deliverables and gating reviews at the close of each.

5.5.1(a) Utility Design and Behaviour Mapping

APX maps MMG / Dezzai's addressable utility surface — access, governance, rewards, payments, identity, status — and designs the specific user behaviours the token will incentivize and reinforce. The Utility Design Document codifies behaviour traceability (which token mechanic drives which user action) and the supporting KPI mapping that makes token utility measurable.

5.5.1(b) Tokenomics Design

APX designs the complete tokenomics: total supply, fixed-supply or controlled-emission framework, allocation across treasury, ecosystem, team, advisors, public float, and strategic reserves; vesting and unlock schedules per cohort; emission curve and burn/buyback mechanisms where applicable; and stress-test scenarios across price, velocity, and treasury depletion. Output is the signed Tokenomics Memorandum.

5.5.1(c) Smart Contract Architecture

APX designs the smart-contract architecture: ERC-20 (or equivalent) token contract; governance/staking/vesting modules; treasury multi-signature wallet; compliance hooks (transfer restrictions, allowlist/denylist, jurisdictional gating); upgradeability posture; and the third-party security audit cycle (typically two independent auditors). Output is an audited contract suite, multi-sig treasury, and a pre-launch bug bounty.

5.5.1(d) Treasury Governance and Custody

APX designs the treasury custody and governance: multi-signature wallet architecture, signer policy (who, how many, threshold), custody partner selection (qualified custodian where appropriate), approval workflows for outflows, monthly governance reporting cadence, and the segregation between operational treasury, ecosystem treasury, and strategic reserve.

5.5.1(e) Pre-Launch Compliance

APX coordinates the legal opinions required for launch: securities-law analysis (jurisdictional, with priority on US, UK, EU, MENA), AML/KYC framework, sanctions screening posture, tax analysis, and consumer-protection posture. APX engages and coordinates third-party counsel; APX does not provide legal advice. All compliance opinions are counsel-signed and form the basis of the launch decision.

5.5.1(f) Whitepaper, Litepaper, and Technical Documentation

APX produces the full launch documentation suite: technical whitepaper, retail-readable litepaper, tokenomics one-pager, FAQ, canonical narrative, and the developer documentation (smart-contract specs, integration guide, API docs where applicable). All materials align to the canonical narrative architecture established in the Strategic Baseline Memorandum.

5.5.1(g) Launch Mechanics — Token Generation Event (TGE)

APX leads TGE execution: deployment timing, contract deployment to mainnet, treasury distribution to designated wallets, vesting-schedule activation, initial liquidity bootstrap (DEX pools, CEX listing windows), launch-day communications cascade, and the post-launch monitoring perimeter (price, on-chain activity, holder concentration, contract health).

5.5.1(h) Exchange Listings and Liquidity Strategy

APX designs the exchange-listing strategy: priority venue selection (tier-1 CEX, regional CEX, DEX), listing application management, market-maker engagement and liquidity provision agreements, OTC desk relationships for institutional flow, and the post-launch listing roadmap (additional venues, additional pairs, regional expansion).

5.5.1(i) Community Architecture and Engagement

APX builds the community infrastructure: Discord server architecture and moderation framework, Telegram channels (regional and global), forum or governance portal where applicable, ambassador and contributor strategy, AMA cadence with the founding team, content engagement loops, and the operational playbook for community management.

5.5.1(j) Ninety-Day Stabilization and Governance Handoff

Following TGE, APX operates a ninety-day stabilization programme: live monitoring (price, volume, on-chain anomalies, smart-contract health), pre-defined intervention thresholds and response playbook, weekly stabilization reports to MMG / Dezzai's Steering Committee, and the documented governance handoff at Day 90 transitioning operational ownership to MMG / Dezzai's permanent token operations team.

5.5.2 Option B — APXCOIN Integration: End-to-End Programme

Option B delivers accelerated deployment with lower technical complexity using APXCOIN as a controlled utility and participation layer integrated into MMG / Dezzai's existing commercial ecosystem. The five-step programme covers Utility Mapping and Campaign Design, Integration Architecture (wallets, eligibility, distribution, redemption, audit-grade logging), Treasury and Governance Controls (campaign vault with tranche-release logic), KPI Definition and Optimization, and Operations and Steady State (controlled launch, monitoring, monthly optimization cycle, governance handoff).

5.7 Phase 3 — Long-Term Strategic Build-Up (Optional, Election-Gated)

Phase 3 covers long-term strategic build-up of MMG / Dezzai's commercial platform. It activates only upon MMG / Dezzai's affirmative written election within twenty-four (24) months following Phase 1 completion. The Phase 3 mandate is delivered across eight discrete workstreams, each governed by its own scope schedule.

5.6(a) Multi-Asset Platform Strategy

Target identification across UK, EU, and international markets; sector and asset-class screening; valuation framework per asset class; and the master platform architecture (holding company, sub-platforms, special-purpose vehicles, co-investment vehicles).

5.6(b) M&A Origination and Execution

Sourcing channels (proprietary, intermediated, distressed); diligence orchestration (commercial, financial, legal, tax, IT, ESG); deal structuring; integration planning; and the post-acquisition value-creation playbook with explicit 100/365-day milestones per asset.

5.6(c) Capital Markets Optionality

Ongoing assessment of capital-markets pathways: IPO readiness (governance, financial reporting, S-1 prep equivalent in chosen jurisdiction), PIPE optionality, structured private capital, secondary monetization, and the trigger conditions and timing windows for each pathway.

5.6(d) Co-Investment Platform

Co-investment vehicle design (LP/GP, fund-of-one, bespoke vehicles); LP cultivation (institutional, family-office, sovereign-adjacent); carry and economics structure; and the governance and reporting infrastructure required to attract and retain institutional LP capital.

5.6(e) International Scaling

Jurisdictional expansion analysis (US, EU, Asia, MENA); regulatory licensing strategy per market; partnership cultivation in priority markets; and the operating-model and talent build-out per jurisdiction.

5.6(f) Operating Model Optimisation

Portfolio-level shared services design (finance, HR, legal, technology, marketing); cross-asset talent mobility framework; operating cost structure optimisation; and the targeted 20–35% per-asset cost reduction across the portfolio at scale.

5.6(g) Strategic Communications and Brand

Portfolio-level brand architecture (master brand, sub-brands, white-label); investor relations function across multiple capital pools; thought-leadership programme at portfolio level; and the consolidated press and stakeholder posture.

5.6(h) Capital Deployment Roadmap

Multi-year capital deployment plan with quantified targets; treasury management framework; co-investment LP allocation logic; and the Capital Deployment Steering Committee operating cadence.

6. Execution Framework

6.6 Governance and Reporting (Design Template)

The engagement operates under three governance bodies. The Executive Steering Committee (one authorized executive per Party minimum) governs strategic decisions, material scope changes, and escalation. The Transaction Working Group governs day-to-day Phase 1 execution. The Digital Asset Working Group (Phase 2) and the Platform Working Group (Phase 3) activate upon election of the relevant phase.

6.7 Opening Gating Items (Design Template)

Phase 1 commences upon: (a) execution of the Master Services and Engagement Agreement; (b) MMG / Dezzai providing data-room access; (c) MMG / Dezzai designating an executive sponsor and operating lead; and (d) APX issuing a kickoff confirmation. The Strategic Baseline Memorandum is the principal Gate 3 evidence, signed by MMG / Dezzai authorized executives following completion of the early diligence pass.

6.8 Implementation Timeline

The nine-month Engagement Term is sequenced across four discrete delivery phases. Each phase has explicit deliverables and a gating review at its close.

Cross-reference: the five-gate ladder shown in Section 12 maps onto the four phases above as follows — Gate 1 (Day 1–5) sits inside Mobilization; Gate 2 (Weeks 3–6) and Gate 3 (Month 2) sit inside Foundation; Gate 4 (Month 8) sits inside Build; Gate 5 (Month 9) marks the Scale & Stabilize gating review and the Phase 1 Completion Date.

7. APXCOIN Treasury Commitment (USD 3,000,000 Equivalent)

The architecture of this engagement is deliberate. It is not advisory. It is not a retainer for best-efforts introductions. It is a structured, phased mandate with defined commercial mechanics and real accountability — designed to solve three problems MMG / Dezzai cannot solve through conventional advisory relationships.

7.1 Why Integration

MMG / Dezzai's capital formation challenge is not merely a transaction problem. It is simultaneously a strategy problem, a communications problem, a governance problem, and an operating readiness problem. A fragmented advisory model — four firms, four mandates, four narratives — produces cost, delay, and inconsistency. Institutional investors who encounter misaligned materials between a company's financial presentation and its public positioning discount management credibility before the conversation begins.

APX delivers capital strategy, investor narrative architecture, operating governance, brand communications, and (upon election) digital asset infrastructure under a single mandate and a single reporting line. The Strategic Baseline Memorandum and Capital Strategy Memorandum — both APX-produced Phase 1 deliverables — serve as the governing documents against which all downstream activities are aligned.

7.2 Why Alignment

The 7.5% Mandate Success Fee structure aligns APX's economic outcome exclusively to MMG / Dezzai's actual capital formation result. APX receives no performance compensation unless capital closes. The indicative nine-month retainer demonstrates APX's commitment to the mandate: APX is not a firm that onboards clients and moves to the next one. The retainer is the floor of APX's risk exposure — not a ceiling on APX's effort.

The Executive Steering Committee meets biweekly with MMG / Dezzai's executive sponsor present. Monthly board-style reports are mandatory deliverables, not optional updates. This cadence is an obligation, not a preference — and MMG / Dezzai's failure to maintain executive availability is itself a governance breach.

7.3 Why Optionality

Phase 2 and Phase 3 are MMG / Dezzai's rights, not APX's. MMG / Dezzai is under no obligation to elect either. Phase 2 creates a tokenization infrastructure pathway — either a native MMG / Dezzai project token (Option A — DEZZAI Token) or APXCOIN integration (Option B) — if and when MMG / Dezzai's board concludes that the digital asset layer adds strategic value. Phase 3 creates a long-horizon platform build mandate — acquisitions, co-investment infrastructure, cross-asset operating model — available from Month 24 onward as an elected continuation.

The optionality structure means MMG / Dezzai commits only to Phase 1, retains full decision rights over Phase 2 and Phase 3, and pays for those phases only upon election. APX receives no incremental compensation for phases not elected.

8. Commercial Scope and Engagement Logic

The following quantitative scenarios model the economic outcomes for MMG / Dezzai under each Phase configuration. All figures are illustrative and based on indicative market parameters. Success fees are performance-contingent; no outcome is guaranteed.

8.1 Phase 1 Baseline Scenario

Under successful execution, MMG / Dezzai's minimum committed financial exposure is USD 180,000: USD 162,000 in Monthly Retainer (9 months at USD 18,000) plus up to USD 18,000 in Monthly Expense Threshold ceiling (9 months at USD 2,000). This total is the maximum fixed cost of the engagement — the only variable above it is the 7.5% Mandate Success Fee, which is earned exclusively upon capital closing.

MMG / Dezzai fixed-cost exposure versus capital formation outcome at the locked terms (USD 18,000 monthly retainer, USD 162,000 across the 9-month engagement, 7.5% Mandate Success Fee on APX-introduced gross cash proceeds): at the EUR 10,000,000 base raise, the success fee is EUR 750,000 and MMG / Dezzai's total APX cost is EUR 750,000 plus USD 180,000 against EUR 10,000,000 raised, an effective cost of capital of approximately 9.4%. At EUR 25,000,000, the success fee is EUR 1,875,000 and total APX cost is EUR 1,875,000 plus USD 180,000 against EUR 25,000,000 raised, an effective cost of capital of approximately 8.2%. At EUR 50,000,000, the success fee is EUR 3,750,000 and total APX cost is EUR 3,750,000 plus USD 180,000 against EUR 50,000,000 raised, an effective cost of capital of approximately 7.8%. Fixed costs become immaterial as the round size scales — APX economics are dominated by performance, not retainer drag.

8.2 Phase 2 Value Scenarios

The Token Venture (DEZZAI Token) is integrated across the engagement, not a separate phase. The USD 850,000 Core Build Fee is settled 10% in cash and 90% in created DEZZAI Tokens — MMG / Dezzai's cash outlay for the build is therefore limited to USD 85,000, and APX is paid predominantly in the same instrument as the ecosystem it creates. The 10% APX Token Allocation vests subject to a 12-month cliff and 36-month linear vesting, independent of the Performance Bonus (up to USD 250,000, separate cash instrument). Combined monthly cash exposure during the engagement remains USD 18,000 Monthly Retainer plus the USD 2,000 Monthly Expense Threshold ceiling — explicitly disclosed so MMG / Dezzai can plan treasury accordingly.

Phase 2 Option B (APXCOIN integration) converts MMG / Dezzai's existing institutional and counterparty touchpoints into a live APXCOIN utility ecosystem. MMG / Dezzai receives no upfront build cost; APX receives up to 10,000,000 APXCOIN as strategic support compensation. APXCOIN distributions are subject to an 18-month lockup from issuance, followed by 10% monthly vesting over 10 months. Full terms in Schedule D of the Master Services and Engagement Agreement.

8.3 Phase 3 Horizon Scenario

Phase 3 positions MMG / Dezzai as a multi-asset platform with institutional co-investment capability. The long-horizon value creation model targets: (a) two to three controlled acquisitions of complementary commercial or platform assets within a three-to-five-year window; (b) a co-investment vehicle attracting institutional, family-office, and sovereign capital as LP participants; and (c) a shared-services operating model reducing per-asset cost structure by an estimated 20–35% across the portfolio. Phase 3 commercial terms are set in the Phase 3 Scope Schedule at election, with indicative parameters of USD 25,000–50,000 per month retainer, 2–5% success fee on acquisitions, and 1–3% carried interest on co-investment vehicles.

8.4 Headline Economic Indicators

The four indicators below capture the canonical economic shape of the engagement: maximum fixed-cost exposure across the 9-month engagement, peak monthly cash burn, the success-fee rate on gross cash proceeds, and the post-Engagement attribution tail. Together they establish MMG / Dezzai's commitment ceiling under the integrated 5-pillar engagement.

9. Engagement Terms

9.1 Defined Terms

The following definitions govern Section 9 and Section 10 in their entirety and are incorporated by reference into the Master Services and Engagement Agreement.

9.2 Phase 1 Fee Structure

APX's Phase 1 compensation consists of four components: (i) the Monthly Retainer; (ii) the Mandate Success Fee on gross cash proceeds; (iii) the Tail Period entitlement; and (iv) the Monthly Expense Threshold.

9.3 Capital Formation Mandate Scope

MMG / Dezzai's indicative capital formation target under Phase 1 is to be confirmed and documented in the Capital Strategy Memorandum within forty-five (45) calendar days of the Effective Date. APX's mandate covers equity, quasi-equity, convertible instruments, and growth debt within MMG / Dezzai's target range across institutional, family-office, and strategic investor categories. MMG / Dezzai retains final allocation authority on all closings.

9.4 Token Venture Activation Mechanics

The Token Venture (DEZZAI) is integrated across the engagement and is not subject to a separate election window. Activation of token build and launch implementation is governed by the Token Activation Commitment Fee (USD 100,000, 60% cash and 40% in created tokens) and the Core Build Fee (USD 850,000 equivalent, 10% cash and 90% in created tokens), each authorized through the standard governance process before APX proceeds from blueprint stage into build and launch. Combined monthly cash exposure during the engagement remains the USD 18,000 Monthly Retainer plus the USD 2,000 Monthly Expense Threshold ceiling — no separate phase retainer or operational layer applies.

Note: The Performance Bonus and MMG / Dezzai Token Allocation are two separate and independent compensation streams. The Performance Bonus is a cash payment contingent on launch performance metrics. The 15% MMG / Dezzai Token Allocation is APX's equity-equivalent stake in the MMG / Dezzai token ecosystem, subject to a vesting schedule agreed in the Option A Scope Schedule. Neither caps the other.

9.5 Phase 2 Option B — APXCOIN Integration (Conditional)

Phase 2 Option B integrates APXCOIN into MMG / Dezzai's existing fan, counterparty, and brand touchpoints. APX receives up to 10,000,000 APXCOIN as strategic support compensation. All APXCOIN distributions under this Offer are subject to an 18-month lockup from the date of issuance, followed by 10% monthly vesting over ten (10) months. Full lockup terms are set out in Schedule D (Standard Lockup Agreement) of the Master Services and Engagement Agreement, which is governed by New York law (a deliberate carve-out from the Delaware-governed main Agreement, as set forth in Section 18.3 of the Master Services and Engagement Agreement). MMG / Dezzai and its advisors should seek independent regulatory and tax advice on any APXCOIN or MMG / Dezzai Project Token distributions prior to electing Phase 2.

9.6 Phase 3 Commercial Framework (Indicative)

Phase 3 may be elected by MMG / Dezzai at any time from Month 24 onward by executing the Phase 3 Scope Schedule. Final Phase 3 commercial terms are agreed at election. The following indicative framework is provided to allow MMG / Dezzai to plan and budget accordingly:

Capital deployment allocation is indicative. Allocation will be refined in the Capital Strategy Memorandum. The Tokenization R&D allocation (10%) applies only if MMG / Dezzai authorizes APX to proceed from token blueprint stage into build and launch. Infrastructure refers to digital and technology infrastructure, not physical assets.

9.7 Indicative Capital Deployment Categories

Where MMG / Dezzai raises capital under Phase 1 or Phase 3, the framework below illustrates an indicative allocation across deployment categories. Final allocation is determined in the Capital Strategy Memorandum and refined transaction-by-transaction. The framework is provided to allow MMG / Dezzai's board and prospective investors to evaluate capital efficiency and deployment discipline before each capital event.

9.8 Services Included in the Monthly Retainer

The Monthly Retainer covers all four Phase 1 workstreams in full, the named Phase 1 deliverables (Capital Strategy Memorandum, Strategic Baseline Memorandum, Brand Identity System, Operating Model Blueprint, supporting registers and frameworks), the governance and reporting cadence (weekly Transaction Working Group, biweekly Steering Committee, monthly board-style report, quarterly strategic review), the senior delivery team (named partner-level coverage plus designated execution leads per workstream), and the standing operational support across the nine-month Engagement Term. The Retainer also covers the production and refresh of all investor materials, the maintenance of the canonical narrative architecture, and the administrative coordination of the engagement.

9.9 Services Excluded from the Monthly Retainer

The Monthly Retainer does not cover: external legal counsel (MMG / Dezzai-side or counterparty-side); external accountants and tax advisors; external regulatory advisors; security audit fees (smart contract audits, cybersecurity audits, SOC 2/ISO 27001 audits); custodial setup fees; third-party market-maker engagement fees; venue and event production costs above the Monthly Expense Threshold; jurisdiction-specific licensing and registration fees; data-room platform subscription fees beyond standard tier; bespoke research commissioned from third-party providers; and any fees, taxes, or duties paid to government or regulatory bodies. Phase 2 and Phase 3 services are excluded from the Phase 1 Monthly Retainer and incur their own commercial terms only upon MMG / Dezzai election and execution of the relevant Scope Schedule.

10. Conditions and Key Terms

10.1 Term and Minimum Commitment

Nine (9) month indicative Engagement Term commencing on the Effective Date. The term runs for convenience and may be extended by mutual written agreement. Termination for material breach is available at any time subject to a ten (10) Business Days' cure period. "Material breach" includes, without limitation: (a) failure by MMG / Dezzai to pay any amount due within ten (10) Business Days of the due date; (b) material misrepresentation by either Party; (c) insolvency or analogous proceedings of either Party; (d) persistent failure by MMG / Dezzai to provide agreed cooperation, data-room access, or executive availability after written notice from APX.

MMG / Dezzai's total fixed-cost commitment is USD 180,000: nine (9) months' Monthly Retainer (USD 162,000) plus nine (9) months' Monthly Expense Threshold ceiling (USD 18,000). All nine months are indicative.

10.2 Exclusivity

APX holds exclusive mandate on capital formation execution, digital asset programme design, and platform-development advisory within scope during the Engagement Term and the Tail Period. MMG / Dezzai may engage the following without restriction: legal counsel for transaction documentation; accountants for audit and tax matters; and regulatory advisors for compliance matters. MMG / Dezzai shall not engage third parties to perform capital formation, digital asset programme design, or platform-development advisory within the scope of APX's mandate without APX's prior written consent.

10.3 Non-Circumvention

"Non-Circumvention" means MMG / Dezzai shall not, without APX's prior written consent, directly or indirectly engage, negotiate with, or accept capital from any APX-introduced investor during the Engagement Term or Tail Period, except through and with APX's involvement. Breach of this obligation entitles APX to the full Mandate Success Fee (eight percent (8%) of the relevant gross cash proceeds) as liquidated damages, which the Parties acknowledge is a genuine pre-estimate of loss and not a penalty. Non-Circumvention obligations survive termination of this Offer and the Master Services and Engagement Agreement for the duration of the Tail Period.

10.4 Confidentiality

This Offer is confidential. MMG / Dezzai may not disclose it to any third party other than MMG / Dezzai's legal counsel, accountants, and board members, in each case under equivalent confidentiality obligations, without APX's prior written consent. This obligation is operative from the date of receipt of this Offer and survives any non-execution or termination of the engagement. If a pre-existing non-disclosure agreement governs the relationship between APX and MMG / Dezzai, this clause supplements and does not replace it.

10.5 IP Ownership

All deliverables produced by APX specifically for MMG / Dezzai under this Offer (including the Investor Narrative Package, Capital Strategy Memorandum, Strategic Baseline Memorandum, Diligence Control Index, and Closing Control File) shall, upon full payment of all fees then due, vest in MMG / Dezzai as work-for-hire. APX retains all rights to its pre-existing methodologies, frameworks, analytical tools, and process templates used in preparing such deliverables. APX's aggregate liability to MMG / Dezzai under or in connection with this Offer and the Master Services and Engagement Agreement shall not exceed an amount equal to nine (9) months' Monthly Retainer paid as of the date of the relevant claim. Full liability and indemnity terms are set out in the Master Services and Engagement Agreement.

10.6 Engagement Commencement

Phase 1 commences upon all of the following conditions being satisfied: (a) execution of the Master Services and Engagement Agreement; (b) MMG / Dezzai providing data-room access sufficient for APX to commence the Strategic Baseline Memorandum; (c) MMG / Dezzai designating an executive sponsor and operating lead with authority to coordinate internal decisions and respond to APX requests within required timeframes; and (d) APX issuing a kickoff confirmation memorandum, which APX shall issue within five (5) Business Days of all other conditions being satisfied. Final capital allocation remains MMG / Dezzai's decision, subject to investor terms and the Capital Strategy Memorandum.

10.7 Governing Law

The Master Services and Engagement Agreement is governed by the laws of the State of Delaware, USA. Disputes are resolved sequentially through: (a) good-faith senior-level negotiation; (b) JAMS mediation in New York; and (c) binding JAMS arbitration in New York with a single arbitrator. Either Party may seek interim injunctive relief from any court of competent jurisdiction to prevent irreparable harm pending resolution. The governing law and jurisdiction choice has been made deliberately to reflect APX Group's home jurisdiction. Schedule D (Standard Lockup Agreement applicable to APXCOIN distributions only) is governed by New York law as a deliberate carve-out from the Delaware-governed main Agreement (per Section 18.3 of the Master Services and Engagement Agreement). MMG / Dezzai Project Token (DEZZAI Token) vesting and lockup are governed separately by the Option A Scope Schedule.

Note for MMG / Dezzai: as the corporate group spans Spanish (MedLab Media Group), Delaware (Dentomatics Inc), and additional jurisdictions, independent EU and US counsel review of the Delaware choice and its enforcement implications across the group is recommended prior to execution. This note is provided as a courtesy and does not form part of the operative governing law clause.

10.8 Documentation

This Offer is the commercial articulation of the engagement. The legal architecture is set out in the Master Services and Engagement Agreement of even date. Key MSA provisions include: limitation of liability (nine (9) months' Monthly Retainer paid); IP ownership of deliverables (see Section 10.5); confidentiality obligations (co-terminous with Tail Period); representations and warranties (capacity, authority, no conflict); force majeure; and assignment restrictions (neither Party may assign without the other's written consent). The Master Services and Engagement Agreement controls in any case of conflict with this Offer. Phase 2 and Phase 3 each activate by executing their respective Scope Schedules. This Offer expires and is no longer capable of acceptance if the Master Services and Engagement Agreement has not been executed by both Parties within thirty (30) calendar days of the date of this Offer.

11. Closing Positioning Statement

APX's engagement with MMG / Dezzai is designed to deliver institutional capital formation capability, integrated strategic planning, brand-building and communications discipline, and operating-readiness infrastructure under a single mandate, with controlled sequential phases for tokenization and long-term strategic build-up available entirely at MMG / Dezzai's election.

The structure reflects: APX's commitment to the mandate through an indicative nine (9) month engagement term; alignment to MMG / Dezzai's actual capital outcomes through a performance-contingent success fee (APX receives no success fee if capital does not close); attribution protection through the 6-month tail; and full MMG / Dezzai decision rights on the digital asset and long-term build-up layers — both of which activate only upon MMG / Dezzai's written election and execution of the relevant Scope Schedule.

APX is a Delaware corporation with a senior cross-border team experienced in institutional capital markets, tokenomics design, M&A advisory, and integrated strategic mandates. This Offer is prepared at institutional quality and reflects APX's actual operating standard — the same standard MMG / Dezzai's capital counterparties will encounter when APX represents MMG / Dezzai in investor engagements.

Execution of the Master Services and Engagement Agreement constitutes acceptance of this Offer. APX is positioned and ready to mobilize within five (5) Business Days of the Effective Date. This Offer expires thirty (30) calendar days from the date hereof if not accepted.

12. Next Actions and Closing