APXCOIN Lockup and Vesting
Compliance Agreement
This Lockup and Vesting Compliance Agreement (this “Agreement”) is entered into by and between APX Corporation Inc. (together with its affiliates and designees, the “Company”) and the undersigned recipient (the “Holder”). As a condition precedent to any transfer of APXCOIN (APX) tokens (the “Tokens”) to Holder, Holder shall execute and deliver this Agreement to Company. Capitalized terms have the meanings set forth below.
Key Terms Summary
| Token | APXCOIN (APX), a token on the Ethereum (ERC-20), Base, and/or Solana networks, as designated by Company. |
|---|---|
| Distribution | Any transfer of Tokens by or on behalf of Company to Holder that Company designates as subject to this Agreement. |
| Distribution Date | The date and time (UTC) when the Distribution is first reflected on-chain as a completed transfer to the Holder Wallet. |
| Holder Wallet | The single blockchain address identified in Exhibit A, which shall be the only permitted wallet for custody of Tokens during the Restricted Period unless Company consents in writing. |
| Lockup Period | Eighteen (18) months commencing on the Distribution Date. |
| Vesting Schedule | After the Lockup Period, ten percent (10%) of the original Distributed Token amount becomes Vested each thirty (30) days until one hundred percent (100%) is vested. |
| Restricted Period | The Lockup Period and the vesting period under the Vesting Schedule. Tokens not yet Vested are “Unvested Tokens” and remain Restricted. |
| Governing Law; Venue | State of New York; exclusive venue in state or federal courts located in New York County, New York. |
1. DEFINITIONS; INTERPRETATION.
1.1 Definitions. The defined terms in the Key Terms Summary apply throughout this Agreement. In addition:
1.1.1 “Prohibited Act” means any action described in Section 3.2.
1.1.2 “Vested Tokens” means the portion of the original Distributed Token amount that has become eligible for transfer under the Vesting Schedule.
1.1.3 “Fair Market Value” means (a) the time-weighted average price (TWAP) of APX over the prior seventy-two (72) hours on Company’s designated primary venue(s), or if unavailable, (b) the average implied price from the principal USDC-APX liquidity pool designated by Company, or if no reliable reference exists, (c) USD $1.00 per Token.
1.2 Interpretation. Headings are for convenience only. “Including” means including without limitation. References to days are calendar days unless stated otherwise.
2. CONDITION PRECEDENT; INCORPORATION OF PUBLISHED TERMS.
2.1 Condition Precedent. Company has no obligation to distribute any Tokens unless and until Company has received an executed copy of this Agreement.
2.2 Incorporation. The lockup and vesting mechanics described in the APXCOIN presale terms published at apxcoin.bible.theapxgroup.com (as amended from time to time, the “Published Terms”) are incorporated by reference solely to confirm the intended restriction framework for Tokens subject to this Agreement. If there is any conflict, this Agreement controls.
2.3 Ratification by Acceptance. If Tokens are transferred prior to execution due to error, Holder’s acceptance, custody, or use of any Tokens constitutes Holder’s ratification and acceptance of this Agreement as of first acceptance.
3. LOCKUP AND VESTING RESTRICTIONS.
3.1 Lockup Period. During the Lockup Period, Holder shall not, directly or indirectly, engage in any Prohibited Act with respect to any Tokens.
3.2 Prohibited Acts. During the Restricted Period, Holder shall not, directly or indirectly, and shall not agree, attempt, or offer to:
- sell, offer, transfer, assign, gift, swap, exchange, or otherwise dispose of any Tokens for value or no value
- pledge, encumber, grant any lien on, or use any Tokens as collateral
- lend, stake, pool, wrap, bridge, deposit, or place any Tokens into any DeFi protocol, yield product, vault, or liquidity pool
- enter into any derivative, hedge, short, option, forward, swap, or similar transaction with respect to Tokens or economic exposure thereto
- sell, transfer, or create any IOU, beneficial interest, claim, or other right to receive Tokens or their economic equivalent
- use nominees, alternate wallets, wrapped representations, escrow arrangements not approved in writing by Company, or any other circumvention structure
3.3 Vesting After Lockup. After expiration of the Lockup Period, Holder may transfer only Vested Tokens. Unvested Tokens remain fully restricted as if still in the Lockup Period until they vest under the Vesting Schedule.
3.4 No Early Release. No vesting accelerates, and no restriction terminates, except pursuant to a written waiver signed by Company in its sole discretion.
4. HOLDER WALLET CONTROL; MONITORING; CERTIFICATIONS.
4.1 Single Wallet Requirement. Holder shall maintain all Tokens in the Holder Wallet during the Restricted Period and shall not move Tokens to any other wallet without Company’s prior written consent, which may be conditioned on message signing and written reaffirmation.
4.2 On-Chain Monitoring. Holder acknowledges and agrees that Company may monitor the Holder Wallet and related addresses on-chain to verify compliance. Holder shall provide reasonable cooperation, including compliance certifications, wallet attestations, and information requests.
4.3 Records. Holder shall keep complete records reasonably sufficient to demonstrate compliance with this Agreement for the Restricted Period and for one (1) year thereafter.
5. BREACH; REMEDIES; LIQUIDATED DAMAGES.
5.1 Material Breach; Irreparable Harm. Any violation or attempted violation constitutes a material breach causing irreparable harm. Company may seek specific performance and injunctive relief without posting bond to the maximum extent permitted by law.
5.2 Clawback; Constructive Trust. Upon breach, Holder shall, at Company’s election: (a) immediately return to Company an amount of Tokens equal to all Restricted Tokens involved in the breach (including any Tokens transferred, wrapped, bridged, staked, or otherwise encumbered), and (b) hold all proceeds and substituted assets in constructive trust for Company until remitted as directed by Company.
5.3 Liquidated Damages. In addition to other remedies, Holder shall pay Company liquidated damages equal to one hundred twenty-five percent (125%) of the Fair Market Value of the Restricted Tokens involved in the breach (measured at Company’s election as of the breach date or the date Company discovers the breach), plus all costs of enforcement, including reasonable attorneys’ fees. Holder agrees this amount is a reasonable estimate of damages and not a penalty.
5.4 Setoff; Withholding. Company may set off any amounts owed by Holder under this Agreement against any amounts otherwise payable to Holder by Company or any affiliate, and may withhold future Token allocations, bonuses, or other consideration.
5.5 Relationship Remedies; Public Identification. Without limiting any other rights, Company may (a) terminate any advisory, partnership, employment, or supplier relationship with Holder or any Holder affiliate, and (b) identify non-compliant wallets to exchanges and market data providers as breaching agreed vesting restrictions.
6. REPRESENTATIONS; ACKNOWLEDGEMENTS.
6.1 Authority. Holder has full power and authority to enter into this Agreement and perform its obligations. If Holder is an entity, the signatory has due authorization.
6.2 Compliance With Law. Holder will comply with all applicable laws and regulations in connection with holding and transferring Tokens, including sanctions, anti-money laundering, and anti-corruption requirements.
6.3 No Reliance; No Promise of Value. Holder acknowledges that Tokens may be volatile and risky. Holder is not relying on Company for investment advice and has not received any guarantee of profit or future value.
6.4 Reasonableness. Holder acknowledges that the restrictions and remedies in this Agreement are reasonable, necessary to protect Company and the APX ecosystem, and were a material inducement to Company’s willingness to distribute Tokens.
7. MISCELLANEOUS.
7.1 Confidentiality. Holder shall keep the existence and terms of this Agreement confidential, except as required by law or with Company’s prior written consent.
7.2 Assignment. Holder may not assign this Agreement or any rights in Tokens during the Restricted Period without Company’s prior written consent. Any prohibited assignment is void.
7.3 Notices. Notices shall be in writing and delivered by email and by nationally recognized overnight courier to the addresses in Exhibit A (or such other addresses as a party may designate by notice). Email notice is effective upon transmission absent bounce-back.
7.4 Waiver; Severability. No waiver is effective unless in writing signed by Company. If any provision is held invalid, the remaining provisions shall remain in full force.
7.5 Jury Trial Waiver. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
7.6 Entire Agreement; Counterparts. This Agreement (including exhibits) constitutes the entire agreement regarding the subject matter and may be executed in counterparts and by electronic signature.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
APX Corporation Inc.
Holder
EXHIBIT A
HOLDER INFORMATION AND WALLET CERTIFICATION
Holder provides the following information and certifies its accuracy. Company may rely on this Exhibit A for compliance monitoring and notices.