TERM SHEET

Sale of Free Crypto App and Related Assets

Confidential and Non-Binding Summary of Terms

1. Parties

Seller: Perry Jones
Buyer: [To be determined]

2. Transaction Overview

The Seller proposes to sell, transfer, and assign to the Buyer the Free Crypto App and related assets described herein (the “Business”) on a turnkey basis.

3. Assets Included

The sale includes the following assets and rights (collectively, the “Assets”):

  • The Free Crypto App, including all source code, user interface, backend infrastructure, and smart contracts related to the app’s operation.

  • Full ownership and control of the YUSD mintable smart contract.

  • Existing liquidity pools backing YUSD totaling $27,500,000:

    • $20,000,000 YUSD/ETH

    • $5,000,000 YUSD/WBTC

    • $2,500,000 YUSD/USDT

  • All trademarks, brand names, and intellectual property associated with the Free Crypto App and YUSD token.

  • Fully staffed operational team capable of running and supporting the app and platform.

  • 90 days of Founder support post-closing for transition, operational guidance, and technical assistance.

  • All relevant documentation, accounts, licenses, and regulatory approvals held by the Seller necessary to operate the Business.

4. Excluded Assets

The sale excludes any other projects, apps, or intellectual property owned by the Seller that are not directly part of the Free Crypto App business.

5. Purchase Price

$250,000,000 USD, payable as follows:

  • 85% due at closing

  • 15% held in escrow for 6 months to cover indemnities and ensure smooth transition

6. Closing Conditions

The transaction is subject to:

  • Completion of customary due diligence to Buyer’s satisfaction.

  • Execution of definitive agreements including a Purchase Agreement, Assignment and Assumption Agreement, and Ancillary Agreements.

  • Transfer of all Assets, including code repositories, smart contract ownership, liquidity pool control, operational team employment agreements, and related IP.

  • Regulatory approvals as necessary.

7. Transition and Support

  • Seller shall provide 90 days of post-closing support to assist Buyer in the operational takeover, including technical, compliance, customer service, and strategic matters.

  • Seller agrees to reasonable non-solicitation and confidentiality covenants for a period of 12 months post-closing.

8. Representations and Warranties

Seller will provide standard representations and warranties customary in technology asset sales, including but not limited to:

  • Good and marketable title to Assets

  • Intellectual property ownership and non-infringement

  • Compliance with applicable laws and regulations

  • Accuracy of financial statements and liquidity pool balances

9. Indemnities

Seller agrees to indemnify Buyer for breaches of representations and warranties and any pre-closing liabilities.

10. Confidentiality and Exclusivity

  • Parties agree to maintain confidentiality of all transaction-related information.

  • Seller grants Buyer exclusivity to negotiate and complete the transaction for a period of 45 days from signing this Term Sheet.

11. Governing Law

This Term Sheet and any definitive agreements will be governed by the laws of the State of Delaware, USA.

12. Non-Binding Agreement

Except for Sections 10 (Confidentiality and Exclusivity) and 11 (Governing Law), this Term Sheet is non-binding and intended as a summary of key terms for further negotiation.

Next Steps

  • Execution of this Term Sheet

  • Initiation of due diligence

  • Preparation and negotiation of definitive agreements

  • Planning of closing and transition