Revenue Projections — 5-Year Base Case

Stacked across six categories: match-day, broadcast, commercial, digital/token, transfer, and academy revenue. Year-five aggregate reaches USD 45–65M base case.

APXCOIN Token Distribution

45% of tokens allocated to the fan community. APX Group holds 20% as a reserve. Remaining allocations cover team, advisors, and ecosystem development.

Revenue Mix — Year 5 Base Case

Proportional breakdown across six revenue lanes. Digital/token emerges as the second-largest lane by Year 5, demonstrating the value-creation potential of the APXCOIN ecosystem.

1.2 The América de Cali Opportunity

The club has experienced periods of significant institutional and financial instability over the past fifteen years. Its relegation to the Colombian Segunda División — referred to as the Torneo Águila — in 2011 following the Colombian Football Federation's imposition of sporting sanctions connected to the Proceso 8000 paramilitarism investigations represented the nadir of the club's modern history. The subsequent return to the Primera División in 2015, reconstruction of the squad, and achievement of a national championship in 2019 and 2021 demonstrated the resilience of the club's institutional base but also exposed the fragility of governance structures that depend on the financial commitment and management continuity of individual private shareholders. The current ownership structure, which concentrates decision-making authority in a small group of private investors, limits the club's capacity to pursue long-term strategic planning and inhibits the development of commercially sustainable revenue streams independent of match-day and broadcast income.

The proposed fan ownership transfer addresses this structural vulnerability directly. By vesting majority ownership in a Fan Foundation with professional management oversight and co-investment by a sophisticated institutional partner in the form of APX Group, the transaction creates conditions for genuine institutional stability, diversified revenue generation, and alignment between the club's sporting and commercial objectives and the interests of its supporter community. The fan ownership model is not proposed as a philanthropic gesture but as a commercially superior governance structure for an asset whose primary value driver — supporter loyalty, engagement, and emotional investment — is best protected and monetized when the supporters themselves hold a meaningful stake in the institution.

The timing of this transaction is informed by several converging factors: the current private shareholders' expressed interest in exploring liquidity options; the forthcoming renegotiation of DIMAYOR's domestic broadcast rights agreement, which is expected to significantly increase distributions to Primera División clubs; the growing appetite among Colombian regulatory authorities for transparency and governance reform in professional football; and the maturation of blockchain-based fan engagement tools to a point where a compliant utility token offering can be structured with reasonable regulatory confidence. Each of these factors is examined in detail in the sections that follow.

2.1 History and Structure of Colombian Professional Football

The current competitive structure of Colombian professional football consists of two principal divisions: the Liga BetPlay Dimayor, the first division, which currently comprises twenty clubs competing in a biannual tournament format with champion and runners-up determined by a cumulative points and playoff system; and the Torneo BetPlay Dimayor, the second division, which provides the primary pathway for promotion to the Liga and serves as a feeder system for clubs released from the first division through a relegation mechanism based on a three-year average points calculation. Below these professional divisions, the Federación Colombiana de Fútbol regulates an extensive network of regional amateur and youth competitions that constitute the developmental pipeline for professional talent. The Colombian football pyramid also intersects with CONMEBOL's continental competition structure through annual participation in the Copa Libertadores and Copa Sudamericana, which provide Primera División clubs with both competitive prestige and supplementary revenue from prize funds and broadcast distributions.

The administrative structure governing Colombian professional football involves three primary institutional actors whose respective jurisdictions are relevant to the proposed transaction. DIMAYOR, as the operating body of the professional league, establishes and enforces the regulations governing club licensing, financial fair play compliance, ownership eligibility, and competitive integrity. The Federación Colombiana de Fútbol, or FCF, is the national governing body responsible for international relations with FIFA and CONMEBOL, the administration of the national team, and the oversight of amateur football. The Colombian government exercises jurisdiction through the Ministerio del Deporte and, for corporate governance and financial compliance matters, through the Superintendencia de Sociedades and the Superintendencia Financiera de Colombia. The interplay between these institutional actors — each with distinct regulatory mandates, enforcement powers, and institutional cultures — creates a complex compliance landscape that any ownership restructuring of a professional football club must navigate.

Broadcasting rights represent the principal revenue stream for most Colombian professional football clubs, and the distribution mechanism established by DIMAYOR has significant implications for the financial modeling of the proposed transaction. DIMAYOR negotiates broadcasting agreements centrally on behalf of member clubs and distributes a portion of the resulting revenues according to a formula that weights historical competitive performance, market size, and current standings. The current broadcasting agreement, which covers through 2026, has been subject to considerable criticism from larger market clubs including América de Cali and Atlético Nacional on the grounds that the distribution formula undervalues their contribution to the league's commercial appeal. The anticipated renegotiation of the broadcasting agreement, expected to commence in 2026 with effect from the 2027 season, is projected to yield materially increased distributions to leading clubs, and this prospective revenue uplift forms a significant component of APX's financial modeling for the transaction.

Sponsorship and commercial revenues have historically represented a secondary but increasingly important revenue stream for Colombian professional football clubs. The country's improving macroeconomic trajectory, its growing middle class, and the increasing commercialization of the sport at the national level have attracted new categories of corporate sponsor to the Colombian football market, including financial services companies, telecommunications providers, and consumer goods brands. América de Cali has existing relationships with regional and national sponsors but has historically underperformed relative to its market potential in this category. APX's assessment is that a professionally managed commercial operation with a fan ownership narrative and a digital engagement platform anchored by APXCOIN could materially increase the club's sponsorship revenues within the first three years of the transaction closing.

3.3 Colombian Foundation Law and Corporate Permissibility

This strict legal characterization of the Colombian Fundación as a non-membership entity creates a structural tension with the fan ownership concept, which implies democratic participation by a defined group of supporters. This tension is not unique to Colombia; similar challenges arise in other civil law jurisdictions with foundation-based fan ownership models. The resolution adopted in this transaction is to create a hybrid structure in which a formally constituted Fundación holds the club's shares, but the Fundación's statutes create a structured membership-equivalent tier — designated as Asociados Fundadores and Miembros de la Comunidad — whose participants have defined rights to participate in governance processes through a representational assembly body. The legal validity of this structure under Colombian law is supported by the flexibility afforded by Article 633 of the Civil Code in the design of foundation statutes, and the proposed statutes have been reviewed by Colombian civil law counsel who confirm their permissibility.

The supervising authority for the Fan Foundation will depend on the nature of the activities carried out by the foundation and the value of its patrimony. If the foundation's patrimony exceeds the threshold triggering Superintendencia de Sociedades jurisdiction — currently set at a total asset value exceeding approximately COP 30,000 million — the foundation may be subject to supervision by that authority in addition to the Ministerio del Interior's general supervision of foundations. The cross-holding structure between the Fan Foundation and América de Cali S.A. will require analysis under the Superintendencia de Sociedades' group and related-party regulations to ensure that appropriate consolidation and disclosure obligations are met. APX's Colombian legal counsel has advised that the proposed structure is compatible with these requirements provided that the foundation's statutes and the shareholders' agreement between the foundation and APX are designed with the applicable group definition criteria in mind.

The fiscal treatment of a Colombian Fundación with a commercial investment also requires analysis. Foundations that carry out purely charitable or social activities and satisfy the requirements of Article 19 of the Tax Statute may qualify for income tax exemption on their revenues. However, a foundation that holds a majority stake in a commercial entity generating commercial revenues — as would be the case for the Fan Foundation's interest in América de Cali — is likely to be treated as conducting commercial activities that preclude the full income tax exemption. APX's tax advisors have analyzed this question and conclude that a structure in which the Fundación receives its share of profits from América de Cali through dividends — which are subject to a lower tax rate than operating income under Colombian law — represents the most tax-efficient mechanism for the fan ownership model.

The perpetuity requirement applicable to Colombian foundations — the requirement that the foundation's patrimony be dedicated irrevocably to its stated purpose — has direct implications for the transferability of the Fan Foundation's shares in América de Cali. Unlike a private shareholder who may freely sell their shares, the Fan Foundation's ability to transfer or encumber its club shareholding is constrained by the irrevocability principle, which prevents the foundation from acts that would defeat or substantially impair the achievement of its stated purpose. The transaction documents and the Fan Foundation's statutes must therefore include carefully drafted provisions governing the circumstances in which the foundation may transfer its shares, the conditions under which such transfers would be permissible, and the governance process required to authorize any such transaction. These provisions must balance the foundation's institutional stability against the practical need for the corporate structure to retain sufficient flexibility to accommodate future strategic developments.

4.1 Conceptual Framework and Definitions

The concept of fan ownership has no express definition or specific recognition in Colombian law. There is no Colombian equivalent of the English Community Benefit Society legislation, no statutory fan ownership preference analogous to Germany's 50+1 rule, and no administrative framework specifically designed to facilitate fan-led acquisition of professional sports clubs. The legal instruments used to implement fan ownership in Colombia must therefore be derived from general corporate, civil, and sports law, adapted to serve the specific purposes of the fan ownership model. This legal gap represents a challenge but also an opportunity: because there is no established regulatory pathway with fixed requirements, there is meaningful flexibility in how the fan ownership structure can be designed, provided that the chosen design complies with the general requirements applicable to foundations, companies, and professional football governance.

The proposed Fan Foundation model draws conceptually on the Entidad de Utilidad Pública framework available under Colombian civil law, which recognizes certain non-profit entities as having a special status in virtue of the public benefit they provide. While the Fan Foundation is not proposed to be constituted as an Entidad de Utilidad Pública in the strict legal sense — because the procurement of that status would impose additional regulatory requirements that may constrain operational flexibility — the underlying concept of an entity organized for the collective benefit of a defined community is consistent with the fan ownership proposition. The social and cultural significance of América de Cali to the Valle del Cauca community provides a genuine public benefit rationale for the foundation model that goes beyond a mere technical structuring device.

A critical conceptual distinction that must be maintained throughout the design and operation of the fan ownership structure is the distinction between economic rights and governance rights. Economic rights — the right to receive dividends, the right to participate in proceeds on a sale or liquidation — vest in the Fan Foundation as a shareholder, not in individual supporters directly. Individual supporters who register as members of the Fan Foundation community acquire governance participation rights — rights to vote in foundation elections, to attend community assemblies, to participate in major strategic decisions — but they do not acquire individual economic rights in the club's shares. This distinction is both legally necessary, because the Fan Foundation holds the shares as an entity and cannot sub-divide them among its members, and commercially important, because it allows the APXCOIN token to provide a participation mechanism for supporters without creating regulated securities interests in the club's underlying shares.

The fan ownership narrative is a powerful commercial and reputational asset for the proposed transaction, but it must be deployed with precision and consistency to maintain its credibility. Overpromising on the extent of fan control or the financial benefits of membership — whether in marketing materials, press releases, or the design of the APXCOIN token — creates legal and regulatory risk and, more fundamentally, erodes the trust of the supporter community that is the transaction's most important constituency. APX's communications strategy for the transaction, described in Section 13, establishes clear boundaries for how the fan ownership concept will be represented and includes governance mechanisms to ensure that these boundaries are respected throughout the transaction process and the post-transaction operating period.

5.2 OFAC Compliance and Historical Remediation Assessment

The OFAC analysis must address two distinct questions. First, whether the club or any of its current owners, officers, directors, or material counterparties currently appear on any OFAC list, including the SDN list, the Non-SDN Consolidated Sanctions list, or any other OFAC-maintained database. Second, whether the historical nature of the club's OFAC issues creates any residual OFAC risk under US law — for example, through any ongoing contractual relationships, intellectual property licensing arrangements, or financial flows that could, even indirectly, benefit any person still subject to OFAC restrictions. APX's counsel confirms that no current owner or officer of América de Cali appears on any current OFAC list, but the complete analysis of residual OFAC exposure requires access to the club's full commercial and financial records.

Beyond OFAC, the integrity analysis must address the broader question of the club's current owners' compliance with Colombian law and international standards. Due diligence on the identities and backgrounds of all persons holding an interest of five percent or more in América de Cali S.A. will be conducted, with specific attention to: any connection to persons or entities currently under investigation or prosecution by Colombian or international authorities; any adverse findings in the DIMAYOR fit-and-proper process, past or current; any history of financial fraud, insolvency proceedings, or significant civil or commercial disputes; and any connection to organizations designated as criminal or terrorist by Colombian or international authorities. This due diligence will be conducted using a combination of public record searches, database screening, and direct inquiry, and its results will inform the negotiation of the transaction's representations, warranties, and indemnities.

APX's transaction structure includes specific provisions designed to manage residual OFAC and compliance risk. The acquisition agreement will include comprehensive representations by the selling shareholders regarding their compliance with OFAC, Colombian anti-money laundering law, and related regulatory requirements, and indemnity obligations providing for the reimbursement of APX's losses in the event of any breach of those representations. The transaction will also include a mechanism for the termination of the acquisition agreement, without penalty to APX or the Fan Foundation, in the event that the due diligence process reveals material compliance issues that cannot be adequately mitigated. This walk-away right is a non-negotiable element of APX's risk management framework for the transaction.

Following the transaction closing, América de Cali's compliance program will be comprehensively reviewed and, where necessary, strengthened. The post-closing compliance program will include the appointment of a dedicated Chief Compliance Officer reporting to the club's board, the implementation of a comprehensive AML transaction monitoring system, the introduction of enhanced due diligence protocols for player transfers and agent engagements, and regular training for all club personnel with compliance obligations. The compliance program will be designed to meet or exceed the standards expected by UIAF, DIMAYOR, and applicable international frameworks, and will be subject to annual independent review by an external compliance auditor.

6.2 Fan Foundation: Constitution and Governance

The Fan Foundation's statutes will establish three tiers of participant: the Consejo Directivo, which is the foundation's governing board and the primary decision-making body; the Asamblea de Representantes, which is a representative assembly constituted by elected representatives of the supporter community; and the Comunidad de Hinchas, which comprises all registered supporters who have enrolled in the fan ownership program by acquiring APXCOIN tokens above a threshold quantity, paying a Fan Foundation membership fee, or both. The three-tier structure is designed to balance effective governance with democratic participation: day-to-day decisions are made by the Consejo Directivo, major strategic decisions require approval by the Asamblea de Representantes, and the most fundamental decisions — including any proposed sale or encumbrance of the Foundation's shareholding — require a vote by the Comunidad de Hinchas.

The Consejo Directivo will consist of nine members: four elected representatives of the Comunidad de Hinchas, two appointed by APX Group pursuant to its rights under the shareholders' agreement, one independent professional football administrator appointed by consensus of the other directors, one representative appointed by the organized supporter groups (the barras), and one representative of the club's player community appointed annually by the players' association. This composition reflects APX's governance principles: the fan representatives hold a majority on the board, ensuring that democratic legitimacy cannot be overridden by APX's nominated directors; but the inclusion of professional expertise and independent oversight ensures that governance decisions are made with appropriate professional competence. All directors are subject to DIMAYOR's fit-and-proper requirements.

The Asamblea de Representantes will be constituted by 25 elected representatives of the Comunidad de Hinchas, elected by geographic constituency (12 representatives from Valle del Cauca, 5 from other Colombian departments, 4 from the United States, 2 from Spain, 2 from other international territories) to ensure that the full geographic breadth of the América de Cali supporter community is represented. The Assembly will meet at a minimum of twice per year, with extraordinary sessions convocable by the Consejo Directivo or by petition of a specified percentage of the Comunidad de Hinchas. The Assembly's approval will be required for: the annual operating budget, any proposed sale or encumbrance of the Foundation's shareholding in the Transaction HoldCo, significant changes to the club's competitive or commercial strategy, and amendments to the Foundation's statutes.

The Comunidad de Hinchas will be governed by an enrollment process administered through the APXCOIN digital platform and supplemented by a physical enrollment option available through club ticket offices and authorized agents. Registration requires submission of identity information and completion of a KYC process consistent with Colombian law requirements. Registered community members are entitled to vote in elections for Asamblea representatives and in Comunidad-level referenda, to receive information about the club's governance and financial performance, to participate in digital governance processes through the APXCOIN platform, and to access the rewards and benefits associated with their level of community participation. The enrollment and KYC process serves both the governance function of establishing the democratic legitimacy of the community and the compliance function of ensuring that the Foundation's membership base can be identified for AML and regulatory purposes.

7.2 Acquisition Financing

APX Group's equity contribution will be structured to reflect its 49% economic interest in the Transaction HoldCo and will be paid to the HoldCo at closing in Colombian pesos or US dollars as agreed with the Fan Foundation. The contribution amount will be determined by the agreed valuation of the 49% stake, net of any adjustments for the Fan Foundation's contribution and any third-party debt financing used in the transaction. APX's contribution will be funded from the firm's own resources, supplemented where necessary by a co-investment from APX's strategic partners or investors. APX confirms that it has a reasonable basis to believe that the required equity contribution can be funded from available resources, but the definitive funding plan will be presented to the Fan Foundation's Consejo Directivo for approval at the time of transaction signing.

The Fan Foundation's equity contribution will be funded primarily through the proceeds of the APXCOIN token offering and the Fan Foundation membership program. The design of the APXCOIN token offering and the expected proceeds are described in Section 8. The membership program is described in Section 13. APX's preliminary estimate of the combined proceeds of these two programs, based on comparable fan engagement token offerings and similar membership programs in other sports contexts, is in the range of USD 5-15 million, with the precise figure dependent on market conditions, the success of the marketing campaign, and the pricing and terms of the programs. To manage the risk of proceeds falling below the minimum level required to fund the Fan Foundation's equity contribution, the transaction structure includes a backstop mechanism under which APX Group will provide a bridge loan to the Fan Foundation, convertible into additional equity in the Transaction HoldCo at the Fan Foundation's option, in the event that proceeds from the token offering and membership program are insufficient.

Third-party debt financing at the club level represents a potential supplement to the equity financing structure. Colombian banks and international lenders active in the sports finance sector have provided financing to professional football clubs secured against broadcasting receivables, stadium naming rights, and player transfer receivables. América de Cali's broadcasting receivables — its entitlement to DIMAYOR broadcast distributions — represent the most readily financeable asset, and APX's preliminary discussions with Colombian financial institutions indicate that a receivables financing facility in the range of USD 3-8 million is potentially achievable on market-rate terms. Any club-level debt financing will be sized and structured to ensure compliance with DIMAYOR's financial fair play regulations and to avoid constraining the club's operational flexibility.

8.1 Token Architecture and Design Principles

The design of APXCOIN has been guided by five principal design principles: utility primacy, meaning that every function and feature of the token must be traceable to a genuine utility benefit for its holders; regulatory compliance, meaning that the token's design, marketing, and distribution must comply with all applicable laws in the jurisdictions where it is offered; democratic legitimacy, meaning that the token's governance features must genuinely reflect the views and preferences of the supporter community rather than serving as a mechanism for APX to maintain control; accessibility, meaning that the token must be designed so that supporters across the full socioeconomic and technical spectrum of the América de Cali fanbase can participate meaningfully; and sustainability, meaning that the token's economics must be designed to create long-term value for the fan ecosystem rather than speculative short-term dynamics.

The token's primary utility features fall into four categories. First, governance participation: holders above defined threshold quantities of APXCOIN are entitled to participate in the Comunidad de Hinchas governance processes described in Section 6.2, including voting in elections for Asamblea de Representantes and in Comunidad-level referenda. The voting mechanism is implemented on-chain through a smart contract system that verifies token balances at the time of each vote and weights individual votes in proportion to the holder's token balance, subject to maximum weight caps that prevent any single holder from accumulating disproportionate voting influence. Second, access and experience benefits: APXCOIN holders are entitled to preferred access to match tickets, stadium zones, and club events; exclusive digital content including behind-the-scenes media, player interviews, and training access; merchandise discounts and exclusive product offerings; and participation in club consultation processes on matters including kit design, stadium naming, and community initiatives.

Third, identity and recognition: APXCOIN holders receive a verified on-chain identity credential that establishes their status as a member of the América de Cali fan ownership community. This credential is displayed in the APXCOIN app, recognized at physical club touchpoints, and used to determine eligibility for governance participation and access benefits. The identity system is designed to be privacy-preserving: the on-chain credential establishes membership status without requiring public disclosure of individual identities, while the underlying KYC data is stored securely off-chain and is accessible to the Fan Foundation for compliance purposes. Fourth, commercial partner benefits: the APXCOIN ecosystem enables the club's commercial partners to offer exclusive benefits to APXCOIN holders through the token platform, creating a commercial incentive for sponsors to participate in the ecosystem and providing additional utility for token holders through sponsor-funded rewards programs.

The APXCOIN token supply economics are designed around a fixed maximum supply with a structured distribution schedule. The total maximum supply of APXCOIN is set at 200 million tokens, distributed across the following categories: 40% available for purchase by supporters through the public token offering and ongoing sales program; 20% reserved for the Fan Foundation to fund its governance and operational activities; 15% allocated to APX Group in connection with its platform development and advisory services, subject to a vesting schedule; 10% reserved for the club's commercial partners as a sponsorship and incentive tool; 10% reserved for the youth academy engagement program; and 5% retained as a reserve for future ecosystem development. The 40% public allocation will be released in tranches over five years, with an initial offering of 25% of total supply (50 million tokens) at the time of the transaction closing.

8.3 International Regulatory Considerations

In the United States, the regulatory framework applicable to digital token offerings is primarily established by the Securities and Exchange Commission, which applies the Howey test — derived from the Supreme Court's 1946 decision in SEC v. W.J. Howey Co. — to determine whether a digital token constitutes a security. Under the Howey test, a financial instrument constitutes a security if it involves an investment of money in a common enterprise with an expectation of profit derived primarily from the efforts of others. APXCOIN has been designed to avoid satisfying the Howey test on two grounds: first, the token does not carry any expectation of financial profit — its value to holders is exclusively in its utility benefits; and second, the token's value is not derived primarily from the efforts of APX or any other party, but from the holder's participation in the fan community. APX's US legal counsel has reviewed the token design and has provided a preliminary analysis, which is being refined into a final opinion prior to the public offering launch, supporting the characterization of APXCOIN as a non-security utility token under US law.

Even with a well-supported utility token analysis, APX's US distribution strategy will include measures to reduce regulatory risk. The initial APXCOIN offering will implement geographic restrictions on US participation, with US supporters only able to acquire tokens through a separate US-specific program that complies with applicable state and federal consumer protection requirements. The US program will be structured as a membership and rewards program rather than a token purchase, with APXCOIN tokens distributed as rewards for membership enrollment rather than sold for investment purposes. This structure reduces the applicability of securities law analysis and brings the US program within the framework of established consumer rewards and loyalty programs.

In the European Union, the Markets in Crypto-Assets Regulation — MiCA — entered into full application in December 2024 and establishes a comprehensive regulatory framework for crypto-assets including utility tokens. Under MiCA, utility tokens that do not qualify as asset-referenced tokens or electronic money tokens are subject to a lighter-touch regulatory regime compared to financial instruments, but issuers must comply with whitepaper disclosure requirements, marketing material requirements, and investor protection obligations. APX's APXCOIN documentation will be designed to comply with MiCA's whitepaper requirements, including the required disclosures about the token's characteristics, rights, obligations, and risk factors, to enable the offering to be made to EU residents on a compliant basis. The Spanish distribution of APXCOIN — which is commercially significant given the size of the Caleño diaspora in Spain — will be conducted in compliance with MiCA and the implementing guidance issued by the Comisión Nacional del Mercado de Valores.

In the United Kingdom, the FCA's approach to digital assets distinguishes between security tokens, which are regulated as specified investments under the Financial Services and Markets Act 2000, and utility tokens and exchange tokens, which are not regulated as investments but are subject to the FCA's AML registration regime as virtual asset service providers. APX's analysis concludes that APXCOIN qualifies as a utility token under the FCA's framework, placing it outside the scope of the FCA's financial promotion restrictions and investment regulation while remaining subject to VASP registration requirements for any entity carrying on exchange or custody activities in the UK. The UK market is smaller in terms of América de Cali supporters but commercially relevant for APX's broader digital asset platform.

9.1 The German 50+1 Rule: Origin, Operation, and Lessons

The e.V. structure that underlies the German model provides important structural lessons for the proposed América de Cali transaction. A German football e.V. is a membership association in which individual members have voting rights in proportion to their participation, elect the association's leadership, and have oversight rights over the association's strategic direction. The e.V.'s governance role — holding the majority voting stake in the commercial operating company — mirrors the role proposed for the Fan Foundation in the América de Cali transaction. However, the German model differs from the proposed transaction in several important respects: the German e.V. does not typically hold economic rights in the commercial company's profits, the commercial company's investors hold separate economic rights; the German model arose from the commercialization of clubs that were already member-owned institutions, rather than from the acquisition of a privately owned club; and the German model involves private investors acquiring minority economic interests rather than co-investing alongside a fan entity in a new acquisition.

The German model has demonstrated both the viability of fan-influenced ownership in a competitive commercial context and the tensions inherent in the governance duality between member club and commercial entity. Several high-profile governance disputes in German football — including the RB Leipzig controversy, where the club's corporate structure was designed to minimize the e.V.'s practical influence, and the Borussia Dortmund institutional tensions — illustrate the pressure that commercial imperatives can place on fan governance structures. These precedents underscore the importance of designing governance mechanisms that are robust against the erosion of fan influence that can occur as commercial stakes and competitive pressures grow. APX's governance design for the proposed transaction has incorporated the lessons of the German model, particularly the importance of clearly defined and legally enforceable decision-making rights for the fan representative body.

The exceptions to the 50+1 rule applicable in the cases of Bayer Leverkusen, VfL Wolfsburg, and TSG Hoffenheim — where long-standing corporate patron involvement predating the rule's enactment was grandfathered — provide evidence of the commercial pressures that have tested the rule's integrity and the political dynamics that can compromise formally stated governance principles over time. These exceptions are relevant to the proposed transaction not as models to be emulated but as cautionary examples of the need for structural protections that do not rely solely on regulatory enforcement to maintain fan ownership integrity. The proposed transaction addresses this concern by embedding the fan ownership requirement in the constitutional documents of both the Fan Foundation and the Transaction HoldCo, creating a private law foundation for the 51% fan majority that is enforceable independently of any regulatory oversight.

Germany's experience also offers positive evidence of the commercial compatibility of fan governance with competitive excellence. Bayern München, widely regarded as the best-governed club in the world, operates under a governance structure in which the e.V. retains the 50+1 voting stake while Adidas and Audi hold minority economic interests. The club's sustained sporting success and commercial performance demonstrate that institutional investor participation and fan governance are not mutually exclusive. The proposed América de Cali transaction explicitly draws on this model in designing the APX Group co-investment structure as an enabler of professional management and commercial development within a fan-controlled governance framework.

9.3 Spanish and Italian Models: SAD and Law 91/1981

The four exceptions to the SAD requirement — Real Madrid, FC Barcelona, Athletic Club, and Osasuna — represent the most significant instances of member-owned clubs in elite European football. Real Madrid and Barcelona in particular are organized as asociaciones deportivas with tens of thousands of socio members who elect the club president and have voting rights on major governance decisions. The success of Real Madrid and Barcelona — the world's two most commercially valuable football clubs by most measures — as member-owned institutions is the most powerful available rebuttal to the argument that fan governance is commercially incompatible with elite competition. The key factors underlying their success — large, wealthy, and internationally distributed membership bases; professional management operating within a clear board governance framework; and the marketing power of the 'owned by its fans' narrative — are all replicable in the América de Cali context, albeit at a different scale and competitive level.

Athletic Club Bilbao's governance model merits particular attention as a fan ownership case study because of the club's specific geographic and cultural context. Athletic is constituted as an asociación deportiva with approximately 45,000 socios, operates under a strict squad selection policy that limits recruitment to players of Basque origin or training, and has maintained continuous Primera División status over the entirety of the Spanish football league's history. The club's combination of institutional stability, community identity, and competitive success — three Copa del Rey titles in the past decade — at a mid-tier European scale is directly analogous to the aspirations of the proposed América de Cali transaction. APX's strategic vision for América de Cali as a fan-owned institution draws explicitly on the Athletic Club model as the archetype of what a community-rooted, professionally governed football club can achieve.

Italy's professional football governance is regulated primarily by Law 91 of 1981, which established the legal framework for professional sport in Italy and required the transformation of professional sports clubs into commercial companies — either Società di Capitali per Azioni or Società a Responsabilità Limitata — capable of managing the commercial scale of modern professional football. Law 91's framework has been supplemented by subsequent amendments, most notably the regulations of the Federazione Italiana Giuoco Calcio and the provisions of Legislative Decree 231 of 2001 on corporate administrative liability. The Italian model provides limited direct structural precedent for the proposed fan ownership transaction because Italy has no equivalent of the German 50+1 rule or the English CBS mechanism, and most significant Italian clubs are owned by private individuals or investment groups. However, the Italian experience of governance failures — most dramatically illustrated by the Juventus governance scandal of 2022-23 involving financial irregularities — provides compelling evidence of the systemic risks associated with closely held private ownership of major football clubs.

SD Eibar's experience as a majority fan-owned club in La Liga provides a relevant data point on the commercial sustainability of fan ownership at the level of a modest-budget Spanish top-division club. Eibar, a small Basque club with a population catchment of approximately 27,000 people, maintained La Liga status for seven consecutive seasons with a budget that placed it among the division's most financially constrained clubs. The club's fan ownership model, under which thousands of shareholders hold a small number of shares each with democratic voting rights, provided institutional stability and community engagement that compensated in part for the financial constraints of its market. Eibar's eventual relegation in 2021 reflected competitive pressure rather than governance failure, and the club's subsequent recovery demonstrates the resilience of the fan ownership model in challenging circumstances.

10.2 Cost Structure and Financial Fair Play Compliance

The DIMAYOR financial fair play framework establishes two principal financial sustainability metrics that member clubs must satisfy: a wage bill to revenue ratio that must not exceed a defined percentage across a rolling period, and a prohibition on arrears to players, coaches, social security institutions, and tax authorities. The specific thresholds are subject to periodic revision by DIMAYOR and are not publicly disclosed in their current form, but APX's analysis based on available regulatory guidance indicates that a wage bill to revenue ratio in the range of 60-70% of total revenues represents the compliance threshold. APX's financial model maintains the projected wage bill to revenue ratio below 65% across all projected years in the base case scenario, providing a compliance buffer against revenue shortfalls in any individual year.

Non-player operating costs — including coaching staff, administrative personnel, travel, medical services, youth academy operations, and facility costs — represent a significant and partially fixed cost base that creates operating leverage in the club's financial model. APX's operational review has identified specific areas where cost efficiency improvements are achievable without impacting sporting performance, including renegotiation of certain administrative service contracts, optimization of travel scheduling and cost, and consolidation of IT and communications infrastructure. These efficiency measures are projected to generate annual cost savings of USD 200,000-500,000 by year two of the post-transaction operational period, contributing to the improvement in operating margin projected in the financial model.

Capital expenditure requirements for the first three years of the post-transaction period are estimated at USD 1.5-3 million, covering: youth academy facility improvements including new training infrastructure and residential facilities for academy scholars; sports science and medical equipment upgrades consistent with DIMAYOR and CONMEBOL standards; IT infrastructure investment including digital ticketing, fan data management systems, and the APXCOIN platform integration; and working capital reserve to provide a buffer against the revenue timing mismatches that are characteristic of the Colombian football calendar. These capital expenditures will be financed from the transaction financing structure and from club operating cash flow, and the financial model reflects the impact of these investments on the club's near-term cash generation.

APX's sensitivity analysis examines three scenarios beyond the base case: a downside scenario in which broadcasting revenue growth falls below APX's base case projection by 20% and commercial revenue growth is half of the base case target; an upside scenario in which broadcasting revenues grow at the top of APX's projection range and the commercial development program exceeds its targets; and a stress scenario in which the club suffers relegation from the Primera División in year two of the post-transaction period. Even in the stress scenario, the financial model demonstrates that the club can survive financially under the new ownership structure due to the DIMAYOR-guaranteed distributions to relegated clubs, the stability of the fan community's financial support, and APX's backstop mechanisms. The ability to survive relegation — a recurring risk for any Colombian professional football club — is a key validation of the transaction's financial resilience.

11.1 Board Structure and Composition

The América de Cali S.A. Board of Directors will consist of seven members: three nominated by the Transaction HoldCo on the recommendation of the Fan Foundation; two nominated by the Transaction HoldCo on the recommendation of APX Group; one independent director with sports management expertise, appointed by consensus of the HoldCo shareholders; and one non-executive director representing players' interests, appointed by the players' association. This composition reflects the 51/49 ownership structure while ensuring that the board includes independent expertise and stakeholder representation beyond the immediate shareholders. The board will meet at a minimum of quarterly and will operate under a board charter that establishes procedures for agenda setting, information distribution, quorum, decision-making, conflicts of interest management, and director responsibilities.

The powers reserved to the América de Cali S.A. Board include: approval of the annual budget and business plan; appointment and removal of the Chief Executive Officer, Director of Football, and Chief Financial Officer; approval of player acquisitions and disposals above defined financial thresholds; approval of commercial contracts above defined financial thresholds; approval of capital expenditure above defined financial thresholds; oversight of compliance programs including SIPLAFT, DIMAYOR licensing, and FIFA regulatory compliance; and review of the club's financial performance at each quarterly board meeting. Day-to-day operational management is delegated to the Chief Executive Officer, who operates within the parameters set by the board and reports to it monthly.

The Transaction HoldCo Board will consist of five members: two nominated by the Fan Foundation, two nominated by APX Group, and one independent director. The HoldCo Board is responsible for the governance of the HoldCo as an entity, including the management of the HoldCo's relationship with its shareholders, the HoldCo's own financial reporting and compliance obligations, and the exercise of the HoldCo's shareholder rights in América de Cali. The HoldCo Board's reserved matters — the decisions that require HoldCo Board approval rather than delegation to the management of América de Cali — include any transaction involving the sale or acquisition of shares in América de Cali, any HoldCo-level financing, and any distribution of dividends by the HoldCo to its shareholders.

The Fan Foundation Consejo Directivo's composition and powers are described in Section 6.2. The Consejo's role in the overall governance framework is to act as the steward of the fan ownership interest, exercising the foundation's governance rights at the HoldCo level in a manner that reflects the preferences of the supporter community as expressed through the democratic processes of the Asamblea and Comunidad. The Consejo Directivo is the interface between the democratic governance of the fan community and the professional governance of the commercial enterprise, and its effectiveness in navigating this role is the critical success factor for the entire governance architecture.

12.1 Colombian Tax Structure

América de Cali S.A. will be subject to Colombian corporate income tax on its taxable profits at the standard rate of 35%, applied to income after deduction of allowable expenses including player wages, operating costs, and depreciation. The club's player transfer income — gains on the sale of registered players — is subject to a specific tax treatment that depends on whether the player was registered in the club's own accounts as a fixed asset or managed off-balance sheet through third-party arrangements. APX's post-transaction accounting policy will require consistent application of IFRS principles to player registration accounting, with clear policies for the capitalization, amortization, and impairment of player registration rights. This accounting policy will ensure both regulatory compliance and the financial transparency necessary for effective governance.

Dividends distributed from América de Cali to the Transaction HoldCo are subject to a Colombian withholding tax on dividends at the rate applicable to distributions to Colombian resident companies, which is currently 10% for distributions from profits that have already been subject to corporate income tax. Dividends further distributed from the Transaction HoldCo to the Fan Foundation and APX HoldCo are subject to the same withholding rate unless mitigated by any applicable treaty. APX's tax structure analysis examines whether a treaty-resident holding company for the APX HoldCo interest would provide a more efficient tax position on distributions, and will present recommendations to the transaction parties based on the analysis of available treaty networks.

Transfer pricing considerations arise at several points in the proposed structure, principally in the context of APX Group's services agreement with América de Cali and in the context of any intra-group financing arrangements. Colombian transfer pricing rules require that transactions between related parties be conducted on arm's length terms documented in a transfer pricing report prepared in accordance with OECD guidelines as adopted in Colombia. APX's services agreement with the club will be benchmarked against market rates for comparable advisory and commercial services, and the benchmarking analysis will be documented in a transfer pricing report prepared by a Colombian tax advisory firm. The transfer pricing documentation will be updated annually to reflect any changes in the scope or pricing of the services agreement.

13.1 Digital Platform Architecture

The mobile application will be available on iOS and Android platforms and will be designed with a user experience philosophy centered on accessibility and ease of use across the full spectrum of the América de Cali supporter community, including less technically sophisticated users. The application's primary features will include: the APXCOIN wallet, allowing users to view their token balance, transaction history, and governance participation record; the governance portal, providing access to active votes, election information, and community consultation processes; the content hub, delivering match coverage, club news, player content, and exclusive behind-the-scenes material; the fan identity card, displaying the user's verified membership status and associated benefits; and the fan shop, providing access to merchandise and ticketing with APXCOIN-related discounts and benefits.

The blockchain layer will be implemented on a layer-two scaling solution that provides transaction throughput and cost efficiency suitable for the high-volume, low-value transactions associated with a fan token ecosystem. APX's technology team has evaluated several layer-two platforms including Polygon, Arbitrum, and Base, and has concluded that the optimal platform combines low transaction costs, established security, developer ecosystem maturity, and regulatory familiarity among the jurisdictions where APXCOIN will be distributed. The smart contracts governing APXCOIN's token mechanics — including issuance, governance voting, and benefits verification — will be independently audited by a recognized blockchain security firm prior to deployment, and the audit report will be publicly disclosed. Token holders' governance votes will be recorded on-chain, providing a permanent and verifiable record of community governance participation.

The data management infrastructure will operate in full compliance with Colombia's data protection law — Law 1581 of 2012 and its implementing decrees — and with the GDPR-equivalent requirements applicable in the European Union territories where the platform will be offered. The data architecture will distinguish between data required for AML and KYC compliance purposes, which will be stored in a secure, access-controlled environment and made available to regulatory authorities on request; data used for governance processes, which will be linked to verified user identities but processed through privacy-preserving mechanisms where possible; and commercial engagement data, which will be anonymized and aggregated before use in commercial analysis. The platform's privacy policy will be clearly communicated to users at enrollment and updated in line with any regulatory changes.

14.2 Commercial and Financial Risks

APXCOIN offering proceeds risk — the risk that the token offering and membership program fail to achieve the minimum proceeds required to fund the Fan Foundation's equity contribution — is assessed as Yellow. This risk is mitigated by APX's backstop commitment to provide bridge financing to the Fan Foundation in the event of a proceeds shortfall, and by the phased structure of the offering, which allows the offering to be extended or restructured in response to market conditions. APX's preliminary assessment of demand for the APXCOIN offering, based on comparable fan token offerings and the size of América de Cali's engagement supporter base, supports the achievability of the minimum proceeds target, but this assessment carries inherent uncertainty.

Sporting risk — the risk that the club suffers a significant deterioration in sporting performance, including relegation from the Primera División — is assessed as Yellow due to the inherent unpredictability of sporting competition. The mitigation for sporting risk within the transaction's financial model is the stress scenario analysis described in Section 10.2, which demonstrates financial survivability even in the event of relegation. At the governance level, the Director of Football's operational independence is protected by the governance framework, ensuring that commercial pressures do not compromise sporting decision-making quality. APX's view is that the improved management infrastructure and youth academy investment program associated with the transaction will improve rather than impair the club's sporting performance over the medium term.

Market risk relating to the Colombian peso — the risk that depreciation of the COP against the USD affects the transaction's financial returns for APX Group — is assessed as Green, reflecting APX's investment horizon and the typical currency exposure of sports sector investments in emerging markets. APX's financial model is constructed in both COP and USD, and the sensitivity analysis incorporates foreign exchange scenarios consistent with the historical volatility of the COP. The use of USD-denominated financing components in the transaction structure provides a partial natural hedge against COP depreciation, and APX may seek additional currency protection through forward contracts or structured instruments at the time of the transaction closing if market conditions warrant.

16.1 Transaction Communications Strategy

The core supporter community must be the primary audience for the transaction announcement. A significant body of research on fan ownership transactions in other markets demonstrates that supporter trust — and therefore commercial engagement — is maximized when supporters feel that they are the first to learn about major developments affecting their club and when the communication is direct, honest, and presented in language that respects their intelligence and their emotional investment. APX's communication plan therefore sequences the announcement to reach the supporter community through the APXCOIN platform, registered member communications, and supporter group networks before the formal press release is distributed to the media. This sequencing requires close coordination with the transaction timetable to ensure that the community notification system is operational before the closing date.

The transaction narrative will be built around three core messages: that the fan ownership transfer represents the realization of América de Cali's identity as a club of and for its supporter community; that the transaction combines the democratic governance legitimacy of fan ownership with the professional management expertise and commercial sophistication of a world-class institutional partner; and that the APXCOIN ecosystem creates a genuine mechanism through which supporters anywhere in the world can participate in the club's governance and benefit from its success. These messages will be developed into a comprehensive communications toolkit including a press release, a documentary-format video, supporter FAQs, social media content packages, and media interview briefings for Fan Foundation and APX spokespersons.

The international media strategy targets publications and platforms that cover the intersection of sports governance, fan ownership, and digital asset innovation — including sports business publications such as SportBusiness and The Athletic, financial media including Bloomberg and the Financial Times, and specialist sports governance platforms including the European Professional Football Leagues' communications network. Coverage in these outlets will position the América de Cali transaction as a landmark in the global fan ownership movement and in the application of digital engagement technology to supporter participation, generating awareness that enhances the club's commercial attractiveness to international sponsors and media partners.

17.1 América de Cali in 2030: Strategic Objectives

The sporting ambition is both the most important and the most difficult strategic objective to plan for. APX's governance philosophy explicitly recognizes that sporting decisions must be made by qualified football professionals operating within an appropriate budgetary framework, and not by investors or community governance bodies. The investment in youth academy infrastructure, the commitment to competitive management compensation, and the DIMAYOR financial fair play compliance program are the structural levers through which the new ownership regime will support improved sporting performance. APX's financial model is designed to fund a squad budget that places América de Cali in the upper quartile of DIMAYOR in terms of playing squad investment by year four of the transaction, creating the conditions for sustained competitive challenge.

The commercial vision for América de Cali by 2030 involves the development of revenue streams that do not currently exist or are significantly underdeveloped. The international merchandise market — particularly the diaspora communities in the United States, Spain, and Ecuador — represents a revenue opportunity that has barely been tapped under the current ownership regime. A professional international merchandise operation, integrated with the APXCOIN platform and activated through the fan community, is projected to generate USD 2-4 million annually by year five, a revenue stream that is commercially meaningful at the club's scale. Similarly, the development of digital content products — streaming, podcasting, interactive media — targeted at the international supporter community represents an incremental revenue opportunity that the APXCOIN platform will facilitate.

The governance vision for 2030 is a Fan Foundation that has demonstrated over a decade of operation that democratic fan ownership and professional commercial management are not merely compatible but mutually reinforcing. The Foundation's track record of governance decisions made in the interest of the supporter community, the transparency of its financial reporting, the quality of its Asamblea elections, and the depth of its community engagement will constitute the evidence base for a replicable model that other Colombian and Latin American football clubs may seek to adopt. APX intends to document the América de Cali experience systematically and to contribute the lessons learned to the broader global debate on fan ownership, positioning APX Group as the leading institutional architect of fan ownership models in the Latin American sports market.

18.1 Summary of Findings

The principal conclusions of the report are as follows. First, the proposed transaction is legally permissible under Colombian law. A properly constituted Colombian Fundación can hold shares in a commercial company operating a professional football club, and there is no express prohibition in Colombian sports law on the Fan Foundation structure. The fit-and-proper assessment process administered by DIMAYOR has sufficient interpretive flexibility to accommodate the unique characteristics of the Fan Foundation as a shareholder, and proactive engagement with DIMAYOR will secure the regulatory confirmation required prior to transaction closing. Second, the APXCOIN token can be structured as a compliant utility token under Colombian law and under the applicable international frameworks. The token design described in this report avoids the regulatory characterization as a security in the principal distribution jurisdictions provided that the governance rights and economic features remain consistent with the utility token framework throughout the offering and post-offering periods.

Third, the international comparative analysis confirms that the combination of fan-controlled majority governance and professional institutional co-investment is a viable and commercially successful model at various levels of professional football in Europe and South America. The specific adaptation of the model for the Colombian legal and market context, as described in this report, represents a well-grounded synthesis of international precedent and Colombian-specific legal analysis. Fourth, the financial model demonstrates a credible pathway to commercial viability and positive investment returns for both APX Group and the Fan Foundation under the base case assumptions, with sufficient resilience to withstand adverse scenarios including sporting relegation. Fifth, the governance framework described in this report provides appropriate democratic accountability to the supporter community while maintaining the professional management quality and institutional investor protection necessary for the transaction's commercial success.

The risk assessment identifies no fatal legal, regulatory, or commercial obstacles to the proposed transaction. The principal risks — regulatory uncertainty around the Fan Foundation's status, OFAC compliance legacy, APXCOIN offering proceeds uncertainty, commercial development execution, and governance quality — are all manageable through the mitigation strategies described in Section 14, and none represents a categorical barrier to the transaction proceeding. APX's overall risk rating for the proposed transaction is Yellow, reflecting a transaction with significant execution complexity and material risks that are appropriately managed but not eliminated, and meaningful commercial and investment upside that justifies the management of those risks.

18.3 Final Assessment

APX Group brings to this transaction a combination of institutional credibility, transaction execution capability, digital asset expertise, and genuine commitment to the fan ownership model that distinguishes this proposal from previous expressions of interest in América de Cali that have not progressed. The 51/49 Foundation Model is not an opportunistic co-option of the fan ownership narrative by a private investor; it is a carefully designed structure that places democratic accountability to the supporter community at the heart of the club's governance while providing the institutional co-investment and professional management capability necessary to realize the club's commercial potential. APX is committed to this model, to the América de Cali community, and to the broader proposition that fan ownership is commercially superior as well as ethically preferable.

This report represents APX Group's analytical foundation for the proposed transaction. Its conclusions are subject to verification through the due diligence process, refinement through the regulatory engagement process, and adaptation as the transaction negotiation reveals new information and constraints. APX looks forward to advancing this analysis into execution and to welcoming the supporters of América de Cali as the owners of their club.

5.5 Player Contract and Agent Due Diligence

Agent agreements — the contracts governing the payment of remuneration to intermediaries who facilitated player transfers or renewals — are a specific due diligence focus given the compliance requirements applicable to agent relationships under FIFA's revised intermediary regulations. FIFA Circular 1726, which came into effect in 2023, established maximum commission rates, registration requirements, and disclosure obligations for football agents operating in transactions involving players subject to FIFA jurisdiction. Colombia's FCF has implemented these regulations domestically, and the due diligence process will verify that América de Cali's agent payment practices comply with the revised framework. Any agent payments that cannot be justified by registered services under the current regulatory framework represent a compliance exposure that must be disclosed and addressed before closing.

Image rights arrangements are a further complexity in the player contract review. In Colombian professional football, it is common for clubs to structure a portion of players' remuneration as payments for image rights rather than wages, primarily for tax efficiency reasons. Image rights payments are not subject to the same social security contribution obligations as wages, and the arbitrage between wage and image rights treatment has been a persistent source of regulatory inquiry in Colombia and across Latin America. The due diligence process will assess the arm's-length justification for any image rights arrangements at América de Cali and will identify any arrangements that may attract tax authority challenge. The transaction documents include a specific indemnity from the sellers for any image rights tax liabilities that materialize from pre-closing periods.

Youth player contracts and academy scholarship agreements require separate analysis under Colombian child labor law and FIFA's regulations on the protection of minors. FIFA's regulations impose strict conditions on the international transfer of players under the age of eighteen, and Colombia's FCF administers the domestic application of these provisions. The due diligence review will confirm that all youth player contracts comply with the applicable age restrictions, that the academy's scholarship program meets the educational requirements specified in Colombian law for participants under school-leaving age, and that no training compensation or solidarity contribution obligations from historical player transfers remain unpaid to former training clubs. Unpaid training compensation obligations represent a potential source of FIFA DRC claims that would become the responsibility of the new ownership.

The assessment of the club's player registration valuation — the financial value attributable to the club's registered player portfolio — is a significant element of both the financial due diligence and the transaction valuation. APX's financial modeling applies conservative assumptions to the valuation of the player portfolio, using a methodology consistent with IFRS 38 intangible asset accounting: registration costs capitalized at acquisition cost and amortized over contract term, with no value attributed to players developed through the academy unless they have been subject to a market transaction establishing an independent valuation reference. This conservative approach understates the true economic value of the club's player portfolio — which includes several players whose market value exceeds their carrying value — but provides an appropriately conservative foundation for the transaction valuation and reflects the inherent uncertainty of football player valuations.

7.4 Post-Closing Covenants and Integration Obligations

Seller post-closing covenants will include: a non-competition obligation preventing the selling shareholders from acquiring interests in, or providing advisory services to, any other professional football club in the Colombian Primera División or Segunda División for a period of three years following closing; a non-solicitation obligation preventing the sellers from soliciting the club's key employees, commercial partners, or youth academy players for a period of two years following closing; a confidentiality obligation of indefinite duration with respect to information about the club's commercial operations, player contracts, and governance arrangements that was acquired in the sellers' capacity as shareholders; and a cooperation obligation requiring the sellers to provide reasonable assistance to the new ownership in connection with regulatory notifications, authority approvals, and the transition of commercial relationships.

Buyer post-closing covenants — obligations of the Transaction HoldCo and APX Group in the period following closing — will include: a minimum investment commitment requiring the new ownership to invest a defined minimum amount in the club's youth academy infrastructure within the first three years following closing; an obligation to maintain the club's participation in the Colombian Primera División through compliance with DIMAYOR's licensing requirements; an obligation to maintain the club's registration as América de Cali — preventing any change of name, relocation, or fundamental change of the club's identity that would betray the community trust underlying the fan ownership transaction; and a commitment to complete the Fan Foundation membership program within twelve months of closing.

Regulatory notifications and filings required as a consequence of the transaction must be completed within defined timeframes following closing. These include: notification to DIMAYOR of the change of beneficial ownership and submission of the updated fit-and-proper documentation; notification to CONMEBOL through the FCF of the ownership change; UIAF notification of the change of control transaction for SIPLAFT purposes; registration of the share transfer in the club's share register and with the Cámara de Comercio de Cali; and any notifications required under applicable foreign investment regulations if the transaction involves cross-border capital flows. The responsibility for each notification is specifically assigned in the post-closing covenants, with corresponding obligations on the sellers to provide information and cooperation as required.

The integration of América de Cali's operations into APX Group's management framework following closing is a delicate process that must balance the practical need for operational change with the requirement to maintain continuity of service to the club's employees, players, commercial partners, and supporters. APX's integration protocol specifies that no material changes to the club's operations — including changes to coaching staff, player squad composition, commercial partner relationships, or community engagement programs — will be made in the first ninety days following closing without the specific approval of the transition management committee. This moratorium on major operational changes provides stability during the most vulnerable period of the transition and gives the new management team time to understand the club's operations before implementing changes.

9.5 Lessons from Failed Fan Ownership Attempts

The most prominent recent fan ownership governance failure in the English context is the experience of Charlton Athletic's fans' groups in the period of the club's ownership by Roland Duchatelet and subsequently by East Street Investments. While neither of these periods represents a fan ownership structure, the organized supporter resistance movements — Save the Valley and Valley Matters — that attempted to exercise informal governance pressure on commercial owners without formal legal standing illustrate the limitation of community governance without structural backing. The lesson for APX's transaction is that fan governance must be legally embedded in the corporate structure — not merely a social contract between owners and supporters — to be effective in preventing owner decisions that are contrary to community interests.

The collapse of Wimbledon FC in 2003 — the MK Dons controversy — provides a landmark case study in the governance failure that occurs when a commercial owner is able to override community interests without legal constraint. The decision to relocate the club from Wimbledon to Milton Keynes, stripping the community of its seventy-year sporting heritage, was made by the club's private owners without any mechanism for supporter consent or opposition. The subsequent formation of AFC Wimbledon by the displaced supporter community — which has grown over two decades from a non-league club to the Football League — demonstrates both the resilience of genuine fan communities and the inadequacy of informal governance arrangements. The MK Dons case is the single most powerful argument for the structural legal embedding of fan governance rights that APX has incorporated in the proposed transaction.

The difficulties encountered by Portsmouth FC even after its acquisition by the Pompey Supporters' Trust provide important lessons about the financial risks of fan ownership. While the Trust successfully rescued the club from administration and achieved promotion through the lower leagues, the club's finances remained precarious throughout the early years of trust ownership, and the Trust faced ongoing challenges in funding operating losses from membership contributions and community fundraising. The Portsmouth experience suggests that fan ownership without a professional institutional co-investor can leave the community ownership vehicle financially exposed when the club's performance or revenues fall below expectations. APX's co-investment model explicitly addresses this vulnerability by providing financial resources, governance oversight, and professional management support that the Fan Foundation alone could not provide.

Spain's experience with the mandatory SAD conversions, which forced several historically significant supporter-owned clubs to adopt commercial corporate structures to satisfy League licensing requirements, provides a cautionary example of how regulatory intervention can undermine fan governance arrangements that have been built over decades. Several Spanish clubs that converted to SAD structures subsequently experienced ownership changes that resulted in governance outcomes contrary to the original community interests. The lesson for the Colombia transaction is the importance of designing the fan ownership structure to be robust against future regulatory changes — not merely compliant with current regulations — by embedding the fan ownership principles in private contractual arrangements that do not depend solely on regulatory protection for their enforceability. APX's transaction design achieves this through the shareholders' agreement and Fan Foundation statutes rather than relying on any anticipated legislative protection.

11.4 Transparency and Reporting Framework

The annual financial report of América de Cali will be prepared in accordance with IFRS, audited by an independent firm acceptable to both the Fan Foundation and APX Group, and published on the APXCOIN platform and the club's website within ninety days of the relevant financial year end. The report will include: audited consolidated financial statements including income statement, balance sheet, and cash flow statement; management's discussion and analysis of the club's financial performance; a governance report describing the activities of the board, the Fan Foundation, and the Asamblea de Representantes during the year; a SIPLAFT and compliance report confirming the status of the club's regulatory compliance programs; and a community and sustainability report addressing the club's community engagement activities, youth academy outcomes, and environmental performance. The publication of this comprehensive annual report positions América de Cali at the leading edge of professional football club governance disclosure in Colombia.

Quarterly operational updates will be provided to the Asamblea de Representantes and published for the Comunidad de Hinchas through the APXCOIN platform. These updates will cover: match-day results and league standings; key financial performance indicators against budget; commercial development progress; youth academy and player development highlights; and governance calendar information including upcoming votes and consultation processes. The quarterly updates are designed to maintain active engagement between the governance bodies and the community between the formal annual reporting cycles and to provide early warning of any developing issues that require community input.

The APXCOIN platform will provide token holders with real-time access to a defined set of governance transparency metrics through a public dashboard. These metrics will include: the current APXCOIN token distribution and holder count; the status and results of active and completed governance votes; the Fan Foundation community enrollment numbers by tier and geography; the scheduled dates of forthcoming Asamblea meetings and community consultations; and a governance calendar showing all upcoming decision-making events. The transparency dashboard transforms the APXCOIN platform from a fan engagement tool into a genuine governance infrastructure, providing the accountability mechanisms that distinguish authentic fan ownership from a fan engagement marketing program.

Related-party transaction disclosure is a specific component of the transparency framework designed to address the inherent conflict of interest in APX Group's dual role as co-owner and service provider to the club. All transactions between América de Cali and APX Group or its affiliates — including the services agreement, any advisory fees, and any commercial arrangements — will be disclosed in the annual financial report, with the economic terms of the transaction, the basis for the arm's-length determination, and the approval process by which the transaction was authorized by the club's board. This disclosure provides the transparency necessary to ensure that APX's commercial interests do not inappropriately override the community interests of the fan ownership structure.

13.4 Youth Academy and Wider Community Engagement Programs

The planned capital expenditure for academy infrastructure improvement includes: construction of a new residential facility for academy scholars from outside the Cali metropolitan area, accommodating up to 40 resident scholars with supervised educational and welfare provisions consistent with FIFA's child protection requirements; renovation of the academy's training pitches to install synthetic surface technology and modern drainage systems that extend the usable playing hours and reduce weather-related training disruptions; upgrade of the sports science and medical facilities dedicated to academy players, including fitness testing equipment, physiotherapy facilities, and performance data management systems; and investment in the academy's technology infrastructure including video analysis systems and GPS tracking to support evidence-based player development.

The academy's coaching structure will be reviewed and strengthened under the new ownership regime. APX's sports advisory team will conduct a comprehensive assessment of the current coaching staff's qualifications, methodology, and development philosophy, and will make recommendations regarding appointments, training programs, and methodological alignment with a clearly articulated development philosophy. The new management team's Director of Football will take personal responsibility for the academy's strategic direction, ensuring that the development philosophy at academy level is aligned with the first team's tactical identity and that the transition pathway from academy to first team is clearly defined and genuinely meritocratic.

Beyond the commercial youth development program, APX and the Fan Foundation commit to maintaining and expanding América de Cali's community football programs in the broader Cali metropolitan area. The club's existing community outreach initiatives — including football programs in disadvantaged communities, participation programs for girls and young women, and disability sport programs — will be formally incorporated into the Fan Foundation's community activities framework, ensuring continued funding and management oversight independent of the club's short-term financial performance. These community programs are not merely philanthropy but strategic assets that build the next generation of América de Cali supporters and reinforce the fan ownership narrative as a genuine community institution.

The partnership between the club's community programs and the APXCOIN ecosystem creates an opportunity to involve young supporters in the fan governance experience from an early age. A specific Junior Membership tier of the Fan Foundation community program — accessible to supporters under the age of 18 at a nominal or zero cost — will provide age-appropriate participation in governance consultation processes, digital content access, and community programs. Junior members will receive APXCOIN allocations that vest into full governance participation rights when they reach adulthood, creating a pathway of deepening engagement that converts the next generation of América supporters into active participants in the fan ownership community.

15.3 Year Two to Five Strategic Milestones

Commercial milestones for years two through five include: completion of the first international sponsorship agreement with a brand sponsor whose geographic presence extends beyond Colombia, targeted for year two; launch of the international merchandise program with distribution in the United States and Spain, targeted for year two; completion of the first APXCOIN commercial partner integration generating third-party-funded rewards for token holders, targeted for year three; achievement of total annual commercial revenues exceeding USD 6 million, targeted for year four; and completion of the broadcasting rights renegotiation, with América de Cali receiving distributions at or above the base case projection, targeted for year five. Each milestone is measured against a defined baseline and assessed against the financial model projections at the time of the milestone review.

Governance milestones for years two through five include: completion of the first election of Asamblea de Representantes members under the full democratic process, with voter participation rate exceeding 40% of enrolled Comunidad members, targeted for year two; publication of the first full annual governance report meeting the transparency framework standards described in Section 11.4, targeted for year two; completion of the first community-wide governance vote on a material club decision under the formal Comunidad consultation process, targeted for year three; achievement of Fan Foundation community enrollment exceeding 75,000 registered members, targeted for year four; and the conduct of an independent governance quality review by an external assessor, with the results published to the community, targeted for year five.

Sporting milestones are expressed in aspirational rather than guaranteed terms, reflecting the inherent unpredictability of competitive results. The sporting aspirations for the period include: first-team Copa Sudamericana participation and progression to the group stage by year three; achievement of a top-three finish in the Colombian Liga in at least two of the five seasons; development and transfer of at least two academy players to international clubs at fees exceeding the average investment per player, demonstrating the commercial value of the academy program; and the introduction of a first-team player developed through the post-transaction academy investment program by year five. These aspirations are communicated to the supporter community as directional objectives rather than contractual commitments, with the explicit acknowledgment that sporting performance depends on factors — opposing team quality, injury, referee decisions — that no governance model can fully control.

APXCOIN ecosystem milestones for years two through five include: achievement of 100,000 active APXCOIN wallet holders by end of year two; completion of five commercial partner integrations delivering tangible rewards to token holders by year three; development and launch of at least one new governance feature — beyond the initial voting mechanism — based on community feedback by year three; first international fan community event in a diaspora market hosted through the APXCOIN platform by year four; and assessment and potential deployment of a APXCOIN governance feature enabling holders to propose agenda items for community consultation, further deepening democratic participation by year five. Each of these ecosystem milestones contributes to the APXCOIN platform's long-term commercial value as a replicable fan engagement infrastructure.

17.3 Technology and Innovation Roadmap

The Launch Phase technology stack, deployed at or shortly after the transaction closing, includes: the APXCOIN ERC-20 compatible token contract deployed on the selected layer-two blockchain; the mobile application for iOS and Android platforms; the basic governance voting interface for community participation; the KYC and identity verification system integrated with an approved identity verification provider; the token wallet with transaction history and balance display; and the fan benefits management system integrating with the club's ticket management and merchandise platforms. This initial technology deployment is designed to be functional, reliable, and compliant — prioritizing operational quality over feature richness — and will be subject to a security audit and load testing program prior to launch.

The Maturity Phase developments, planned for years two and three of the post-transaction period, will add: enhanced governance features including proposal submission by qualified token holders, multi-stage deliberation processes, and formal ratification mechanisms for community decisions; commercial partner integration APIs enabling sponsors to design and deliver rewards programs through the APXCOIN platform; a content platform integration providing seamless access to premium digital content within the APXCOIN app; biometric stadium access integration allowing APXCOIN holders to use their digital identity credential as a stadium entry mechanism; and a data analytics dashboard for club management providing real-time insight into fan engagement metrics and community governance participation.

The Expansion Phase, planned for years four and five, contemplates the extension of the APXCOIN platform to support América de Cali's international community programs and potentially to provide platform infrastructure for additional fan ownership transactions in the Latin American market. The international expansion will require localization of the platform's user experience for different language communities, integration with locally relevant payment methods, and adaptation of the governance features for the different legal and cultural contexts of different supporter communities. APX's investment in the platform infrastructure is predicated on the expectation that the América de Cali deployment provides the proof of concept for a scalable regional fan ownership platform that can be deployed across multiple clubs with incremental rather than proportionate additional investment.

The Innovation Phase will selectively incorporate emerging technologies as they achieve sufficient maturity and regulatory clarity for deployment in a community governance context. Technologies currently monitored include: digital identity standards that could replace the current KYC-based onboarding with privacy-preserving identity verification; decentralized autonomous organization governance structures that could distribute certain governance functions to smart contracts rather than relying on centralized platform administration; non-fungible token applications that could provide unique fan identity credentials and collectible digital assets; and artificial intelligence tools for content personalization and governance participation analysis. APX's approach to innovation is cautious and compliance-led: new technologies will be adopted only when they have achieved sufficient regulatory clarity and technical stability to be deployed reliably for a community of users who may include technically unsophisticated participants.

3.6 FCF Governance, FIFA Statutes, and the Principal of Non-Interference

The application of the non-interference principle to the proposed transaction structure requires analysis of whether APX Group's co-ownership position could be characterized as external interference in the governance of a Colombian club. APX's legal counsel has prepared a preliminary analysis addressing this question, concluding that the proposed structure does not violate the non-interference principle for the following reasons: APX is a private commercial entity and not a government body or public authority; APX's governance rights are limited to the protections described in Section 11.2, which do not extend to interference in sporting decisions; the Fan Foundation's 51% majority ensures that democratic accountability to the Colombian supporter community is maintained; and the overall structure is substantially consistent with the governance arrangements of other Colombian clubs that have received foreign minority investment without objection from FIFA or the FCF.

The FCF's administrative role in the registration of player transfers and the licensing of clubs for CONMEBOL competition creates a practical interface between the proposed transaction and the FCF that must be managed proactively. At the time of the transaction closing, the club's corporate details and ownership structure will change, and these changes must be reflected in the FCF's administrative records. APX's project plan includes a specific FCF engagement workstream that will notify the FCF of the transaction well in advance of closing and will work cooperatively with FCF staff to complete the administrative updates required by the ownership change. The FCF's administrative processing time — typically several weeks for a change of ownership notification — must be factored into the transaction timetable.

FIFA's Club Protection Program and the broader FIFA Club Benefits framework provide certain financial entitlements to member clubs in connection with players called up for international duty. América de Cali, as a club with multiple Colombian international players in its squad, regularly receives FIFA compensation payments for the time its players spend with the national team during international match windows. These payments — calculated according to FIFA's published formula based on the number of days the player is absent and the player's club salary — are received by the club directly from FIFA and represent a predictable supplementary revenue stream. The new ownership structure does not affect the club's entitlement to these payments, which continue to vest in the operating company regardless of the shareholding structure above it.

The FIFA Financial Assistance Programme and FIFA Forward Development Programme provide grants and project funding to national associations and, in certain circumstances, to member clubs for specific development purposes. While the amounts involved are modest relative to the commercial scale of the proposed transaction, the eligibility of América de Cali for such programs under the new fan ownership structure is worth assessing and activating where available. APX's government relations team will conduct a specific assessment of FIFA and CONMEBOL grant and development funding available to the club, and will pursue applications where the eligibility criteria are satisfied and the administrative burden is proportionate to the potential benefit.

5.6 DIMAYOR Regulatory Engagement Strategy

The initial DIMAYOR engagement will be conducted at the CEO level, with APX Group's senior principal and the proposed Fan Foundation leadership presenting the transaction concept in a meeting with DIMAYOR's Secretary General and Director of Regulation. The purpose of this initial meeting is not to seek formal approval — which would be premature at the pre-due-diligence stage — but to introduce the transaction concept, provide context on the international precedents for fan ownership, and identify DIMAYOR's principal concerns and questions regarding the proposed structure. APX expects DIMAYOR's initial questions to focus on: the legal capacity of the Fan Foundation as a shareholder; the mechanism for satisfying the fit-and-proper requirements across a democratic membership organization; the financial capacity of the combined Fan Foundation and APX Group structure to meet the club's ongoing financial obligations; and the governance arrangements that will ensure professional management of the club's DIMAYOR compliance obligations.

APX will prepare a comprehensive regulatory briefing document for the initial DIMAYOR meeting, presenting the proposed structure in terms specifically oriented toward DIMAYOR's regulatory objectives rather than APX's commercial objectives. This briefing will emphasize: the continuity of América de Cali's corporate identity and DIMAYOR membership under the new ownership structure; the strengthening of the club's compliance framework, including SIPLAFT, through the post-transaction investment program; the financial resources available to the new ownership to meet the club's financial obligations; the governance quality improvements that the fan ownership model will introduce; and the international precedents that demonstrate the compatibility of fan ownership with professional football at the competitive level. The briefing will be presented in Spanish and will reflect familiarity with Colombian football governance terminology and institutional culture.

The formal regulatory clearance process will be initiated following transaction signing, at which point the transaction documents — Share Purchase Agreement, Shareholders' Agreement, and Fan Foundation constitutive documents — will be submitted to DIMAYOR along with the standard ownership change notification required under DIMAYOR's regulations. The notification will be accompanied by the personal information and background documentation required for the fit-and-proper assessment of the Fan Foundation's board members, APX Group's designated representatives, and any other individuals required to submit to the assessment process. APX will engage a Colombian administrative law specialist to review the notification package before submission to ensure that it is complete, accurately presented, and formatted consistently with DIMAYOR's procedural expectations.

The timeline for DIMAYOR's regulatory clearance process is subject to uncertainty, as DIMAYOR has not established published service level standards for the processing of ownership change applications. APX's experience of comparable regulatory processes in the Colombian sports sector and discussions with practitioners familiar with DIMAYOR's administrative procedures suggest a realistic timeline of four to eight weeks for a standard ownership change approval, with the possibility of extension if DIMAYOR raises substantive questions or requests additional documentation. The transaction timetable allows for up to twelve weeks for regulatory clearance, providing a substantial buffer against administrative delay. In the event that DIMAYOR's clearance is not received within the timetable, the closing date will be extended to the later of the contracted closing date and three business days after receipt of clearance.

7.5 Representations, Warranties, and Indemnification Framework

The corporate and title representations will confirm: that the selling shareholders are the legal and beneficial owners of the shares to be transferred, free of any liens, claims, or encumbrances; that the shares represent the entire issued share capital of América de Cali or the specified percentage thereof; that there are no agreements, options, or rights that would require the issuance of additional shares or give any third party the right to acquire shares in the club; that the selling shareholders have full authority to enter into the transaction documents and that no third-party consent is required for the transfer; and that the execution of the transaction documents does not violate any agreement, court order, or regulatory requirement binding on the sellers. These representations establish the legal foundation of the title transfer.

The financial representations will confirm: that the audited financial statements provided to APX during due diligence present a true and fair view of the club's financial position; that there have been no material adverse changes in the club's financial position since the date of the most recent financial statements; that the club has no material undisclosed liabilities — including tax liabilities, social security arrears, player wage arrears, or commercial debts — other than those disclosed in the due diligence process; that all related-party transactions have been conducted on arm's-length terms and are fully disclosed; and that the club has no outstanding obligations to DIMAYOR, FIFA, or the FCF that are not reflected in the financial statements. These representations are the basis for the financial due diligence adjustments and for the indemnity framework.

The compliance and regulatory representations will confirm: that the club is in compliance with all applicable DIMAYOR regulations and has no outstanding sanctions, disciplinary proceedings, or licensing conditions that could affect its ability to participate in competition; that the club and its principal shareholders are not subject to any OFAC, EU, UN, or Colombian sanctions; that the club's SIPLAFT program is in compliance with applicable requirements; that the club has not been the subject of any investigation by the UIAF or Colombian law enforcement authorities in the preceding five years, other than as disclosed; and that the club has no FIFA DRC proceedings outstanding, other than as disclosed. These compliance representations are among the most commercially important in the context of the club's OFAC history.

The indemnification framework provides the Transaction HoldCo and its shareholders with a right to compensation from the selling shareholders for losses arising from any breach of the representations and warranties, subject to a defined basket — the minimum aggregate loss amount below which no claim can be made — and a cap — the maximum aggregate indemnification amount. APX's negotiating position is that the basket should be set at 0.5% of the transaction value and the cap should be set at 30% of the transaction value for general representations, with an uncapped indemnity for fundamental representations covering title, authority, and OFAC compliance. Warranty and indemnity insurance will be explored as a potential supplement to the seller indemnity, both to provide additional security to the acquiring parties and to reduce the sellers' contingent liability exposure as an incentive for the sellers to agree to the broad representations coverage that APX requires.

9.6 Copa Libertadores Qualification as a Strategic Value Driver

Beyond prize money, Copa Libertadores participation generates significant secondary commercial value. The tournament's broadcast coverage by ESPN Latin America, TNT Sports, and streaming platforms in multiple territories creates a visibility platform that enhances the club's commercial attractiveness to sponsors, particularly regional and international brands seeking Latin American market exposure. América de Cali's historical Copa Libertadores profile — two finals in the 1990s — gives the club a brand recognition in the tournament's marketing context that exceeds its recent competitive standing, and a return to the competition's main draw would activate that latent brand value. APX's commercial strategy includes specific provisions for activating Copa Libertadores participation as a commercial platform, including sponsorship packages targeted at brands seeking regional tournament exposure.

The operational requirements of Copa Libertadores participation — travel, hospitality, extended squad depth, logistics for away matches in multiple South American countries — impose material additional costs on competing clubs. APX's financial model includes a Copa Libertadores participation scenario that models the additional costs and revenues associated with group stage participation, allowing the board to assess the net financial impact of qualification and to plan accordingly. The analysis confirms that Copa Libertadores group stage participation is net positive for the club's financial position at current prize money levels, even accounting for the increased operating costs, provided that the commercial revenue activation from participation is properly executed. The analysis also models the incremental impact of progression beyond the group stage, which generates exponentially increasing prize money and commercial value.

CONMEBOL's Club Licensing requirements for Copa Libertadores participation impose infrastructure and governance standards that reinforce several of the post-transaction investment priorities. The requirements include: stadium safety and capacity certifications; youth development program registration; medical and sports science facility standards; and financial stability certifications. América de Cali's current compliance with these requirements is satisfactory for Copa Sudamericana participation, but certain upgrades — particularly to medical infrastructure and financial reporting — would be required to satisfy the higher standards applicable to Copa Libertadores. APX's post-transaction investment program specifically includes these upgrades as components of the capital expenditure plan, treating Copa Libertadores eligibility as an investment target as well as a sporting aspiration.

The historical significance of Copa Libertadores for the América de Cali supporter community cannot be overstated. The club's 1985 Copa Libertadores Final appearance against Argentinos Juniors — which América lost in a penalty shootout after a grueling two-legged tie — remains the defining moment of the club's continental ambition in the memory of older supporters, and the two subsequent final appearances in 1986 and 1996 against River Plate amplified this continental identity. The fan ownership model's ability to connect contemporary supporters to this historical narrative — through content, community events, and a shared aspiration to restore the club to Continental competition — is a powerful commercial and emotional asset that APX's brand and communications strategy will specifically leverage.

11.5 Director Duties and Corporate Governance Standards

Under Colombian corporate law, directors of a sociedad anónima owe duties of loyalty and care to the company and its shareholders. The duty of loyalty requires directors to act in the best interests of the company rather than in their personal interests or the interests of the party that nominated them to the board. The duty of care requires directors to apply the diligence, skill, and attention that a reasonable businessperson would exercise in comparable circumstances. These duties are enforced through the civil liability provisions of the Commercial Code, which allow the company or its shareholders to seek compensation from directors whose breach of duty has caused loss. The courts have developed a body of jurisprudence interpreting these duties in the context of Colombian commercial companies, and APX's legal counsel will provide incoming directors with a summary of the most relevant cases and regulatory guidance.

Directors of the Fan Foundation's Consejo Directivo are subject to additional obligations arising from the foundation's non-profit character and the requirements of the supervising authority. The duty of stewardship — the obligation to preserve and apply the foundation's patrimony in furtherance of its stated purpose — is a distinctive obligation that has no direct equivalent in corporate law. Directors who allow the foundation's assets to be applied to purposes other than those stated in the statutes, or who fail to exercise adequate oversight of the foundation's financial management, may be subject to personal liability under Colombian civil law. The foundation's auditor — the revisor fiscal — is specifically tasked with monitoring directors' compliance with the stewardship obligation and is required to report any concerns to the supervising authority.

APX's director induction program will be delivered to all incoming directors of all entities within the governance structure within thirty days of their appointment. The program covers: the legal framework applicable to directors in their specific role, including the duties summarized above; the governance documents of the relevant entity — articles of incorporation, statutes, and shareholders' agreement — with emphasis on the key decision-making provisions; the regulatory framework applicable to the club's operations, including DIMAYOR licensing, SIPLAFT, and FIFA regulations; the financial reporting and disclosure obligations applicable to their entity; the conflict-of-interest policy and the procedure for declaring and managing conflicts; and the confidentiality and information security obligations applicable to directors. The induction program will be delivered by a combination of in-person sessions with APX's governance advisors and written materials that directors can reference on an ongoing basis.

Ongoing director development is as important as initial induction for the long-term quality of the governance structure. APX's governance framework requires that each director complete a minimum of eight hours of continuing professional development in governance-related topics each year, and that the board as a whole conduct an annual self-assessment of its performance against the governance standards established in the board charter. The annual self-assessment will be facilitated by an external governance advisor and will result in a written report to the Asamblea de Representantes identifying the board's strengths, development areas, and actions planned for the following year. This commitment to continuous governance improvement is a structural expression of the transparency and accountability principles that are foundational to the fan ownership model.

6.6 Anti-Dilution Protections and Future Capital Raises

The primary anti-dilution mechanism is a pre-emption right: both shareholders have a right of first refusal to subscribe for new shares issued by the Transaction HoldCo in proportion to their existing shareholding before any new shares can be offered to a third party. This mechanism ensures that any future capital raise — whether for operational purposes, debt refinancing, or strategic investment — preserves the 51/49 ratio by giving both shareholders the opportunity to maintain their proportionate interest. If either shareholder declines to exercise its pre-emption right in full, the other shareholder has a secondary pre-emption right to subscribe for the unexercised portion, and only if both shareholders decline does the new share issuance proceed to a third party.

The conditions under which new shares can be issued to a third party without triggering either shareholder's veto right are narrowly defined in the shareholders' agreement. Third-party share issuances are permitted only with the unanimous consent of both shareholders, and only subject to conditions that maintain the Fan Foundation's majority governance position: specifically, any third-party investor must agree in the shareholders' agreement to vote in support of the Fan Foundation's governance preferences on reserved matters, or the Fan Foundation's shares must be reclassified to carry enhanced voting rights that maintain its effective governance control notwithstanding any economic dilution. APX has modeled several alternative structures for accommodating future third-party investors, and the preferred structure is the introduction of a class of non-voting economic preference shares that can be issued to new investors without affecting the governance structure.

The Fan Foundation's specific anti-dilution protection against actions that would reduce its ownership below 51% is treated as an absolute constitutional right that cannot be modified by the board or by a simple majority of shareholders. Any proposed transaction that would result in the Fan Foundation's economic or voting interest falling below 51% requires approval not only of the Fan Foundation's Consejo Directivo but also of the Asamblea de Representantes by a qualified majority of 75% of votes cast, and — if the proposed reduction is below 50% plus one vote — the approval of the Comunidad de Hinchas by an absolute majority vote. This three-tier approval requirement ensures that the most fundamental characteristic of the fan ownership structure — majority ownership by the community — cannot be eroded without the explicit democratic consent of the community that the Fan Foundation represents.

17.4 Environmental, Social, and Governance Commitments

The environmental dimension of the ESG framework addresses América de Cali's physical footprint and resource consumption. Professional football clubs consume significant quantities of energy and water in stadium operations, training facilities, and travel, and generate solid waste from match-day operations and merchandise production. APX's environmental program will establish baseline measurements of the club's carbon footprint and resource consumption in year one of the post-transaction period, set reduction targets consistent with Colombia's national climate commitments under the Paris Agreement, and implement specific measures targeting the highest-impact categories. The most significant environmental initiative is the transition of the club's merchandise supply chain to suppliers with certified sustainable production practices, which also supports the club's brand positioning as a responsible community institution.

The social dimension of the ESG framework encompasses the club's community investment programs, its employment practices, and its engagement with the broader social challenges affecting the Cali metropolitan area. América de Cali's geographical location in a city that has experienced significant social and economic challenges — including high rates of youth unemployment, educational inequality, and the social legacies of historical conflict — creates both a moral obligation and a commercial opportunity for a club with the institution's reach and credibility to contribute to community development. The post-transaction community investment program, described in Section 13.4, is the primary vehicle for this contribution, and its outcomes will be measured and reported in the club's annual sustainability report.

The governance dimension of the ESG framework is the most thoroughly developed, reflecting APX's recognition that governance quality is the foundation on which the entire fan ownership proposition rests. The governance commitments described throughout this report — the democratic accountability of the Fan Foundation, the transparency of financial and governance reporting, the conflict-of-interest management framework, the director duty framework, and the compliance programs — collectively constitute an ESG governance commitment that significantly exceeds the standards typically observed at Colombian professional football clubs. APX's aspiration is for América de Cali under fan ownership to be recognized as a governance leader in Colombian sport, setting the standard against which other clubs and sporting institutions are measured.

The ESG reporting framework will produce an annual integrated report combining financial performance, governance activities, and sustainability performance in a single document consistent with GRI Standards and relevant SASB sector guidance for sports and recreation. The integrated report will be prepared by the club's management with assistance from APX's ESG advisory team and will be reviewed by the Fan Foundation's Asamblea de Representantes before publication. Independent assurance of the sustainability data in the integrated report will be sought from the second year of the post-transaction period onwards, initially covering the environmental data where measurement is most objective and extending to social and governance data as the reporting infrastructure matures. The integrated report will be published simultaneously in Spanish and English, recognizing the international character of the club's supporter community and commercial stakeholder base.

7.7 Dispute Resolution, Governing Law, and Enforcement

The arbitration clause in the shareholders' agreement will specify three arbitrators — one appointed by each party and a presiding arbitrator appointed by the two party-appointed arbitrators or, in the event of failure to agree, by the Centro de Arbitraje — proceedings conducted in Spanish, a seat of arbitration in Bogotá, and an award timeline requiring the tribunal to render a final award within twelve months of constitution. The twelve-month timeline reflects the parties' shared interest in resolving disputes efficiently rather than allowing prolonged proceedings to paralyze governance of the club during the dispute. Emergency arbitration provisions, allowing either party to seek urgent interim relief from an emergency arbitrator, will be incorporated for situations requiring immediate protective measures before a full tribunal can be constituted.

Certain categories of dispute — particularly those involving the Fan Foundation's exercise of its governance rights in a manner that APX Group considers inconsistent with the shareholders' agreement — may be more appropriately resolved through injunctive relief before the Colombian courts rather than through arbitration, where the timeline for interim measures may be insufficient to protect APX's position. The dispute resolution framework therefore incorporates a carve-out allowing either party to seek urgent interim injunctive relief from the competent Colombian court notwithstanding the arbitration agreement, with the underlying dispute then referred to arbitration once the immediate interim relief issue has been addressed. This framework is consistent with Colombian arbitration law and with international best practice for commercial arbitration clauses.

The enforcement of arbitral awards against Colombian parties and assets is subject to Colombian procedural law and the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, to which Colombia is a signatory. Domestic Colombian arbitral awards are enforceable through the ordinary Colombian court system as final judgments and do not require exequatur proceedings that would apply to foreign awards. APX's legal counsel has confirmed that the enforcement prospects for arbitral awards in favour of APX against Colombian counterparties, assuming the awards are properly constituted and concern matters that are arbitrable under Colombian law, are reasonably good, with no systemic enforcement deficiencies that would undermine the practical value of the arbitration clause.