OTC Deal Term-Sheet Writer

Assumptions & Normalization - Date: 2026-11-09; asset is an ERC-20 token (“XYZ”) on Ethereum; cash leg in USDC (ERC-20) or USD wire (TBD); DvP settlement; governing law New York; confidentiality applies. Numbers rounded to nearest cent. Term Sheet — OTC Sale of XYZ Tokens (Non-Binding) - Parties: Seller: [Seller Legal Name]; Buyer: [Buyer Legal Name] - Instrument: XYZ utility token (ticker: XYZ) - Economics: - Size: 500,000 XYZ - Price: $0.40 per token (USD) - Notional: $200,000 (500,000 × $0.40) - Vesting / Lockups: - Unlock: 3 months linear from Settlement Date; pro‑rata daily releases - Locked portion non-transferable until released; no hedging of locked balance - Settlement Mechanics: - Mode: Delivery‑versus‑Payment (DvP) - Tokens: On‑chain transfer of XYZ to Buyer wallet: [0x…TBD] - Funds: USDC (ERC‑20) to Seller wallet [0x…TBD] or USD wire to Seller bank [details TBD] - Target Settlement: T+2 business days from Trade Date (or as mutually agreed) - Expenses: On‑chain gas paid by sender unless otherwise agreed; each party bears own fees/taxes - Compliance / KYC‑AML: - Buyer to complete KYC/AML and sanctions screening; provide corporate docs/UBOs; source of funds on request - Seller to provide source‑of‑token attestations and wallet ownership proof on request; no dealings with sanctioned persons/jurisdictions - Representations & Warranties (mutual summary): - Authority and capacity; no conflicts/consents beyond stated - Seller owns and conveys tokens free and clear of liens/claims; tokens are valid per protocol - Buyer not relying on investment advice; not acquiring for unlawful distribution; not a sanctioned person; acknowledges market/regulatory risks - Covenants: - No on‑market sales of locked tokens; cooperate on reasonable information/tax requests - Conditions Precedent: - Completion of KYC/AML; exchange of wallet/bank details; executed trade confirmation - Failure / Default: - Cure: 1 business day after missed performance - If unresolved by Settlement Date +2 business days: non‑performing party pays liquidated damages of 0.50% of Notional per business day (cap 5%) and covers reasonable documented costs; performing party may terminate and unwind - Optional: mutual use of reputable third‑party escrow to mitigate settlement risk (fees shared 50/50 unless agreed otherwise) - Timeline: - Trade Date: 2026-11-09 - Target Settlement: T+2 business days - Unlock Window: 3 months linear from Settlement Date (daily pro‑rata) - Confidentiality: Terms and existence of this transaction confidential; disclosure allowed to advisors under duty of confidence or as required by law/regulators - Governing Law: New York; venue: state/federal courts in New York County, NY (TBD) - Disclaimers: Non‑binding, for discussion only; not legal, tax, or investment advice; no assurance of liquidity, listing, or future value Deal Economics (CSV) Field,Value Asset,XYZ Quantity,500000 Price_per_token_USD,0.40 Notional_USD,200000 Unlock_Schedule,Linear over 3 months from Settlement (daily) Settlement_Mode,DvP on-chain vs USDC (ERC-20) or USD wire Target_Settlement,T+2 business days Trade_Date,2026-11-09 Counterparty KYC/AML Checklist - Buyer (Entity): certificate of incorporation; register/Good Standing; ownership chart; UBO/KYC (passports + proof of address <3 months); authorized signatory list; sanctions/PEP attestation; source of funds letter; bank letter or wallet ownership proof; LEI (if available) - Buyer (Individual, if applicable): government ID; proof of address; source of funds; sanctions/PEP attestation; wallet ownership proof - Seller: organizational docs; wallet ownership proof; source‑of‑token statement; sanctions attestation - Both: completed KYB/KYC forms; tax forms (e.g., W‑9/W‑8); contact info and execution authority Risk Notes (summary) - Market: price volatility of XYZ; slippage during unlock - Liquidity: limited depth; linear releases may still pressure markets - Regulatory: evolving token regulation; potential trading/transfer restrictions - Counterparty/Operational: settlement failure risk; wallet errors; smart‑contract risks; reliance on stablecoin rails/banks Cover Email Subject: XYZ OTC — 500k tokens at $0.40, 3‑month linear unlock (DvP) Hi [Name], Sharing a term sheet for the proposed OTC purchase of 500,000 XYZ at $0.40 per token (notional $200,000), with a 3‑month linear unlock from settlement and DvP mechanics. Target settlement is T+2. If aligned, please share KYC docs and your recipient wallet/bank details, and we’ll circulate a short trade confirmation. Best, [Your Name] [Title] | [Firm] [Email] | [Phone]

OTC TERM SHEET — XYZ Token (Non‑Binding) Date: 2026-11-09 Parties - Seller: [Seller Legal Name], contact: [name, email] - Buyer: [Buyer Legal Name], contact: [name, email] Instrument - Digital asset: XYZ token (“XYZ”). Spot transfer of fully paid tokens, free of liens, subject to unlock/transfer restrictions below. Economics - Size: 500,000 XYZ - Price (fixed): $0.40 per token - Notional: $200,000 - Reference venue: N/A (fixed price) Vesting / Lockups - Unlock: 3‑month linear from Closing Date (“T”) to T+3 months; daily pro‑rata availability. - No cliff. Transfers only per schedule; no circumvention via synthetics during lockup. Settlement - Model: Delivery‑versus‑Payment (DvP). - Chain: TBD (ERC‑20 if applicable). - Wallets: Buyer [Buyer Wallet]; Seller [Seller Wallet]. - Funds: USD wire to Seller bank (or USDC on mutually agreed chain). Buyer pays network fees for receipt; Seller pays send fees. - Timeline: Signing at T; KYC/AML completion by T to T+1; Buyer funds by T+1; Seller delivers within 1 hour of receipt. Long‑stop: T+5 business days. - Fail/late: If Buyer late >24h past agreed funding time, Seller may terminate; if Seller late >24h post‑funding, Buyer may unwind for full refund; defaulting party covers reasonable, documented costs. Compliance - Both parties to complete standard KYC/AML and sanctions screening prior to closing. No transfer to sanctioned persons/jurisdictions. Buyer acknowledges tokens are not being sold as securities; no solicitation or public marketing. Representations & Warranties - Seller: owns and may transfer the tokens free of liens; tokens were lawfully acquired; no MNPI regarding XYZ issuer; authority and approvals obtained; not a sanctioned person; tax obligations are Seller’s. - Buyer: authority and approvals obtained; funds are lawful and not proceeds of crime; not a sanctioned person; investment decision independent and not based on advice from Seller; understands digital asset risks and potential illiquidity; will comply with unlock/transfer limits and applicable laws. Covenants - No market manipulation; comply with unlock schedule; coordinate any public disclosure; maintain confidentiality. Conditions Precedent - Mutual KYC/AML completion and sanctions clearance; internal approvals; confirmation of wallet test transfer if requested; execution of this term sheet and any short‑form trade confirm. Timeline - Target signing: 2026-11-10 (T) - Target close: T+1–2 business days - Unlock period: T → T+3 months (linear, daily pro‑rata) Confidentiality - Mutual, covering terms and existence of discussions; carve‑outs for legal/regulatory and advisors; 12‑month duration. Governing Law - New York, USA (disputes to NY courts; venue and jury trial waivers in definitive docs). Disclaimers - Not legal, tax, or investment advice. Non‑binding summary unless and until definitive documents are executed. No promise of returns. --- Deal Economics (CSV) Field,Value Asset,XYZ Size (tokens),500000 Price (USD/token),0.40 Notional (USD),200000 Pricing basis,Fixed Unlock start,Closing Date (T) Unlock end,T+3 months Unlock cadence,Linear (daily pro‑rata) Settlement model,DvP Chain,TBD (ERC‑20 if applicable) Funding currency,USD wire (or USDC by mutual consent) Buyer wallet,[Buyer Wallet] Seller wallet,[Seller Wallet] Target signing date,2026-11-10 Target close date,T+1–2 business days Long‑stop date,T+5 business days --- Counterparty KYC/AML Checklist Buyer - Certificate of incorporation/formation (or government ID for individual) - Registered address and ownership chart/UBO declaration - Authorized signatory list and ID/passport for signers/UBOs - Source of funds/wealth attestation and recent bank statement - Sanctions/PEP screening consent; W‑9/W‑8 (tax form) as applicable - Wallet ownership attestation (address and chain) Seller - Entity registration docs (or government ID for individual) - Authorized signatory list and ID/passport for signers/UBOs - Proof of token ownership (wallet proofs/transaction history) - Bank details (or stablecoin wallet) for settlement - Sanctions/PEP screening consent; relevant tax form --- Risk Notes - Market: XYZ price may be volatile; executing at fixed $0.40 creates mark‑to‑market risk pre‑/post‑close. - Liquidity: OTC fills may be slower; unlock may concentrate supply; execution during unlock could pressure price. - Regulatory: Token treatment varies by jurisdiction; future rules may affect transferability or venue access. - Counterparty/operational: On‑chain transfers are irreversible; wallet errors and settlement delays can cause loss; rely on clear DvP and confirmations. --- Cover Email (≤120 words) Subject: XYZ OTC Term Sheet — 500,000 XYZ @ $0.40 with 3‑month linear unlock Hi [Buyer Name], Attached is the term sheet for an OTC sale of 500,000 XYZ at $0.40 per token. Unlock: 3‑month linear from closing (daily pro‑rata). Proposed settlement: DvP to your nominated wallet, with KYC/AML completed prior to funding. Target signing 2026-11-10 and close T+1–2 business days. Please confirm alignment on size/price/unlock, share any redlines, and advise preferred funding rails and close date. Happy to jump on a brief call to finalize. Best regards, [Sender Name] [Company] | [Email] | [Phone]

Assumptions and normalization (due to missing inputs) - Asset: ABC Token (ERC-20, ticker “ABC”), secondary purchase. - Size: 8,000,000 ABC tokens. - Price basis: 15% discount to 30-day VWAP of ABC/USD on Coinbase, ending 23:59 UTC on the Business Day prior to Closing; Price = VWAP × (1 − 0.15). - Settlement: On-chain DVP in USDC (ERC-20) to Seller’s whitelisted wallet; Closing T+2 Business Days from signing. - Vesting/Lockups: No vesting; Buyer leak-out restriction: max 15% ADV/day for 60 days post-close. - KYC/AML: Full KYC/AML, sanctions, and SOF/SOW for Buyer and any ultimate funders. - Governing law: New York. - Confidentiality: Mutual, 2 years. - Today: 2026-11-09. - Parties/contacts: placeholders pending confirmation. TERM SHEET — Non-Binding (Secondary Token Purchase) 1) Parties - Seller: [TBD legal name], wallet: [TBD]. - Buyer: [TBD legal name], wallet: [TBD]. - Contacts: Seller: [name, email]. Buyer: [name, email]. 2) Instrument - Transfer of already-issued ABC Tokens (ERC-20) from Seller to Buyer in a private, off-exchange OTC transaction. 3) Economics - Quantity: 8,000,000 ABC. - Reference Price: 30-day VWAP of ABC/USD on Coinbase up to 23:59 UTC on Business Day prior to Closing. - Discount: 15% to Reference Price; Purchase Price/Token = VWAP × (1 − 0.15). - Notional: Determined at Closing based on final VWAP; paid in USDC. - Fees: Each party bears own fees; on-chain gas paid by Seller for token transfer; Buyer pays gas for USDC transfer. 4) Vesting / Lockups - No vesting on tokens purchased. - Leak-out: Buyer will not dispose of more than 15% of 30-day ADV per day for 60 calendar days post-Closing, across all venues and wallets under Buyer’s Control. 5) Settlement - Method: Delivery-versus-Payment (DVP) on-chain. - Asset leg: Seller transfers 8,000,000 ABC to Buyer’s whitelisted wallet. - Cash leg: Buyer transfers USDC to Seller’s whitelisted wallet. - Timeline: Signing (T), Closing T+2 Business Days by 17:00 UTC. - Escrow/Agent: Optional crypto escrow (e.g., Fireblocks network or reputable third-party); if used, both legs settle atomically. - Fail/late delivery: If either leg not completed by 17:00 UTC on Closing: (i) the timely party may extend 1 Business Day or terminate; (ii) late party owes documented, reasonable costs including incremental gas and slippage (cap 0.50% of notional) unless caused by force majeure. 6) Compliance - Each party completes KYC/AML/sanctions screening before Closing; Seller confirms lawful acquisition and ability to transfer tokens free of liens; Buyer confirms lawful source of funds and investment capacity. - No solicitation to the public; private bilateral transaction; parties responsible for own tax, regulatory, and reporting obligations. 7) Representations & Warranties - Mutual: Organization, authority, no conflicts, compliance with laws/sanctions, no brokers, capacity to perform. - Seller: Good title to tokens, free of liens; tokens not obtained via illicit activity; wallet is controlled by Seller; no adverse claims; no undisclosed transfer restrictions. - Buyer: Sophisticated/accredited/qualified as required; source of funds legitimate; no reliance on future profits; able to bear risk of loss; not a sanctioned person. 8) Covenants - Wallet whitelisting and confirmation of control-signing prior to Closing. - Cooperation on reasonable post-trade confirmations and tax forms. - Buyer leak-out compliance monitoring upon reasonable request (non-intrusive, aggregated). 9) Conditions Precedent - Completion of KYC/AML/sanctions checks to each party’s satisfaction. - Internal approvals for both parties. - No injunction, restraint, or legal prohibition on the transfer. - Confirmation of token contract address and test transfer of a de minimis amount. 10) Timeline - Indicative signing: 2026-11-11 (T). - Closing: 2026-11-13 (T+2) by 17:00 UTC. 11) Confidentiality - Mutual NDA obligations; term 2 years; permitted disclosures: advisors under duty of confidentiality and as required by law/regulator. 12) Governing Law - New York, courts of New York County; each party submits to jurisdiction; waiver of jury trial if permissible. 13) Disclaimers - Non-binding term sheet; not legal, tax, or investment advice. Binding obligations only under definitive agreements. No promise of listing, liquidity, or returns. Tokens may be volatile and could lose all value. Deal economics table (CSV-style) Field,Value Asset,"ABC Token (ERC-20)" Quantity,"8,000,000 ABC" Reference Venue,"Coinbase (ABC/USD)" VWAP Window,"30 calendar days ending 23:59 UTC on Business Day prior to Closing" Discount,"15% to VWAP" Purchase Price/Token,"VWAP × (1 − 0.15)" Consideration,"USDC (ERC-20)" Settlement,"On-chain DVP, Closing T+2 by 17:00 UTC" Leak-out,"Max 15% ADV/day for 60 days post-close" Governing Law,"New York" Counterparty checklist (KYC/AML & Docs) - Corporate: Certificate of incorporation/formation; register extract; good standing certificate; organizational chart; board/manager resolutions; authorized signatory list. - Individuals (UBOs/signers): Government ID/passport; proof of address; selfie/verification as required. - Financial Crime: Sanctions/PEP screening; source of funds and source of wealth statements with supporting evidence; fund flow details; bank/wallet provenance checks. - Wallets: Public addresses for ABC and USDC; proof of control (signed message/test tx); screening report (e.g., TRM/Chainalysis) showing no high-risk flags. - Tax/Regulatory: W-9/W-8BEN(E) as applicable; FATCA/CRS forms if requested; any required regulatory exemptions/filings confirmations. - Agreements: NDA (if separate); definitive Token Purchase Agreement; escrow instructions (if used). Risk notes (summary) - Market: Price volatility; slippage around VWAP calculation; gap risk between signing and closing. - Liquidity: Limited off-exchange liquidity; leak-out may constrain disposals and extend exit horizon. - Regulatory: Evolving token regulations; potential reclassification or enforcement actions; reporting/tax uncertainties. - Counterparty/Operational: Settlement failure risk, smart contract errors, wallet compromise, or compliance review delays. Cover email (brief) Subject: ABC Token — OTC Secondary Purchase Term Sheet (Draft) Hi [Name], Sharing a draft term sheet for a secondary purchase of 8,000,000 ABC at a 15% discount to 30-day VWAP with on-chain DVP settlement T+2. Key items: leak-out (15% ADV/day for 60 days), mutual NY law, and full KYC/AML pre-close. If the structure works, please: - Confirm parties, wallets, and contacts. - Share KYC pack and signatory docs. - Confirm timeline (target signing 2026-11-11, closing 2026-11-13), or propose alternates. I can circulate definitive docs once we align on terms. Best regards, [Your Name] [Title] [Email]