Milestones Purchase Arrangement

Milestones Purchase Arrangement — Summary Sheet

Total Purchase Price: $250,000,000
Structure: Down-payment + milestone-based acquisition
Purpose: Ensure buyer confidence, reduce execution risk, and align performance incentives throughout deployment.

Overview

This Milestones Purchase Arrangement allows the Buyer to acquire the Free Crypto App through a structured series of payments tied to defined, verifiable deliverables.

The Buyer begins with a 10% down payment, enabling the Seller to finalize code, integrate smart contracts, complete internal and beta testing, and prepare the system for handover.
Full ownership transfers progressively as milestones are completed.

Milestone Structure

Milestone 1 — Down Payment & Work Commencement

Payment: $25,000,000 (10%)
Ownership: 0%
Trigger:

  • Signing of the Purchase Agreement

  • Down payment received

Seller Deliverables initiated during this phase:

  • Finalization of all code modules

  • Integration and configuration of smart contracts

  • Internal testing and quality assurance

  • Beta deployment

  • Bug resolution and optimization

  • Establishment and testing of liquidity pools

  • Preparation for formal asset transfer in Milestone 2

Note: No code or IP is transferred during this milestone. This stage funds the work needed to complete the operational handover.

Milestone 2 — Delivery of Finalized Codebase & Technical Validation

Payment: $50,000,000 (20%)
Ownership: 25%
Trigger:

  • Delivery of fully tested, finalized codebase

  • Delivery of smart contracts, liquidity configurations, and deployment scripts

  • Buyer completes technical validation on their infrastructure

Deliverables:

  • Final codebase

  • Full smart contract package

  • Technical documentation

  • Deployment instructions

  • Security test logs

Milestone 3 — Turnkey Operational Team Transfer

Payment: $50,000,000 (20%)
Ownership: 50% cumulative
Trigger:

  • Activation and onboarding of the full operational team

  • Training for Buyer’s transition team

Team includes:

  • Technical development

  • Smart contract support

  • App maintenance

  • Customer support

  • DevOps & infrastructure monitoring

  • Compliance unit

  • Any outsourced partner teams

Milestone 4 — Infrastructure Integration & Pre-Launch Readiness

Payment: $62,500,000 (25%)
Ownership: 75% cumulative
Trigger:

  • App deployed in Buyer’s production environment

  • Smart contracts and liquidity pools connected to Buyer-controlled wallets

  • Load testing, security verification, and operational readiness completed

Milestone 5 — App Launch (Soft or Full Launch)

Payment: $37,500,000 (15%)
Ownership: 90% cumulative
Trigger:

  • App goes live or soft-launches to controlled user group

  • Referral, rewards, and transaction engines confirmed to be functioning

  • Compliance checks passed

Milestone 6 — Final Acceptance & Transfer of Remaining Ownership

Payment: $25,000,000 (10%)
Ownership: 100%
Trigger:

  • All documentation delivered

  • All access credentials transferred

  • Buyer signs Final Acceptance

  • All IP, rights, and controls fully transferred

Buyer Protections

  • Payments tied strictly to verified milestones

  • Ability to audit smart contracts, liquidity, and infrastructure

  • Right to pause progression if deliverables fail acceptance criteria

  • Down payment protected by contractually defined scope and performance obligations

Seller Protections

  • Guaranteed payment upon milestone acceptance

  • Clear acceptance criteria prevent arbitrary delays

  • IP reverts to Seller if Buyer halts purchase before 50% ownership

  • Buyer may accelerate all remaining milestones if desired

Why This Structure Works

This milestone-based framework:

  • Reduces initial risk for the Buyer

  • Ensures the Seller is compensated as they deliver

  • Guarantees a complete handover of a fully operational, revenue-ready platform

  • Provides a transparent, structured path from down payment to full ownership

Deal Room Overview Founders Statement Executive Summary Pitch Deck Deliverables Detail Product Overview Development Roadmap Financials Income and Revenue Investment Terms Term Sheet Valuation Justification Milestones Purchase Market Research Market Adoption Go-To-Market Strategy Business Model Team Timeframe Technical Feasibility Legal and Regulatory Security and Compliance Risks and Mitigation Contact