Investment Terms

Transaction Structure

This transaction is structured as a full asset purchase, whereby the Buyer will acquire all intellectual property, code repositories, smart contracts, liquidity pools, operational infrastructure, and platform assets associated with the Free Crypto App and the YUSD ecosystem components outlined in this Deal Room. The Seller’s corporate entity and unrelated applications are excluded.

This structure ensures the Buyer receives a clean, fully transferrable technology asset with no inherited liabilities.

Purchase Price

Total Consideration:

$250,000,000 USD

Based on the projected revenue capability, proprietary architecture, mintable currency, and turnkey operational foundation, the $250M consideration reflects a strategic, long-term valuation of the asset’s market position and earning potential.

Payment Terms

The Purchase Price shall be paid as follows:

85% Due at Closing
Payable via wire transfer to Seller’s designated escrow or closing account.
15% Escrow Holdback (6 Months)
Held by Buyer’s escrow agent and released automatically upon completion of the Seller’s contractual post-closing obligations.
(This is a standard industry practice designed to ensure orderly transition and continuity.)

No earn-out or contingent structure is required unless separately negotiated.

Assets Included in the Sale

Buyer acquires all of the following:

1. Core Platform Assets

Free Crypto App (front-end + back-end)
All associated smart contracts, including the Flash Loan Contract
Wallet-connect infrastructure
Claim engine
User tiering logic
Fee and revenue architecture
“Share” referral mechanism

2. YUSD Infrastructure

Mintable YUSD Smart Contract (Full Ownership Transfer)
Liquidity Pools:
- $20,000,000 YUSD/ETH
- $5,000,000 YUSD/WBTC
- $2,500,000 YUSD/USDT

3. Operational & Technical Documentation

Full technical documentation
UI/UX assets
API documentation
Standard Operating Procedures (SOPs) for daily app operations
Compliance workflow documentation (KYC optionality, AML framework, chain-traceability flows)

4. Turnkey Operational Team

A fully staffed operational unit, including:

Technical development team
Smart contract support
App maintenance team
Customer support representatives
Infrastructure monitoring/DevOps

Recruitment, training, and salary funding for this team are pre-capitalized within the initial $30M allocation.

5. Founder Transition Support

90 days direct Founder support covering:
- Operations
- Technical oversight
- Compliance guidance
- Market avoidance strategy
- Risk management
- Continuity planning
- Team oversight and training completion

Seller is contractually available for regular transition meetings and issue escalation.

Assets Not Included in the Sale

Seller retains full ownership of the following:

Additional YUSD-adjacent gaming applications (Spin-the-Wheel, Blackjack, Slots, Lottery)
The crypto trading application (concept-stage)
The sci-fi MMORPG ecosystem
Future apps developed by Seller that utilize YUSD
Seller’s corporate entities and financial assets
All unrelated intellectual property

These retained assets support YUSD adoption, liquidity, visibility, and trading volume, thereby strategically benefiting the Buyer without requiring further acquisition.

Closing Timeline

Due Diligence: 30–45 days
Contract Drafting and Execution: 7–14 days
Technical Transfer & Handover: 7–10 days
Founder Support Period: 90 days post-closing

The Buyer receives full operational control at closing.

Representations & Warranties

Seller will provide standard limited representations typical to technology asset sales, including:

Full legal ownership of all assets
No infringement of third-party IP
No undisclosed liabilities tied to the asset
Smart contracts are original and free of encumbrances
No active regulatory enforcement or disputes

Indemnification

Limited indemnification capped at the escrow amount
Term of 6–12 months
Covers only breaches of representations/warranties or fraud
No liability for future regulatory changes affecting the Buyer

This protects both parties and is standard across crypto M&A.

Post-Closing Obligations

The Seller agrees to:

Provide direct operational guidance during the 90-day transition period
Assist with codebase familiarization
Facilitate smooth onboarding of Buyer’s team
Support compliance risk mitigation
Ensure uninterrupted continuity for users and liquidity

Buyer Requirements

The Buyer is expected to:

Assume full operational responsibility post-closing
Maintain the liquidity pools as outlined or restructure them as desired
Continue user servicing, regulatory compliance, and platform governance
Utilize the acquired assets in accordance with the transfer agreement