Equity Credit Programme (ECP)

Last Updated: 16 February 2026

Governance >

Last Updated: 16 February 2026

1.    Introduction

Sourcery was founded to transform trade through transparency, verified data integrity, and shared value creation. Sourcery Connect as a member-owned and shared digital infrastructure that enables trusted commercial transactions while capturing high-integrity supply chain data.

The Equity Credit Programme (“Programme”) aligns long-term ecosystem participation with the long-term success of Sourcery.

Equity Credits reward verified commercial activity conducted through Sourcery Connect. For legal and securities purposes, Equity Credits are structured as Restricted Stock Units (“RSUs”) issued pursuant to the Sourcery Equity Incentive Plan (the “Plan”).

This document explains how the Programme operates.

2.  Programme Activation

The Equity Credit Programme becomes active only when:

  • A minimum of five hundred (500) verified users are active on Sourcery Connect; and

  • The Board of Directors formally authorizes activation.

No Equity Credits accrue prior to this threshold and formal approval.

This ensures that equity allocation begins only once the platform has reached meaningful scale and operational maturity.

3.  Definition of “Partner”

For purposes of the Equity Credit Programme:

  • A “Partner” is a registered Company associated with a unique Company ID on Sourcery Connect.

  • In the case of individual Producers, typically individual small holders producers, operating on Sourcery Connect without a registered company entity, the Partner is defined by a unique Partner ID.

Equity Credits accrue at the Company ID (or Producer ID) level only.

Equity Credits do not accrue directly to:

  • Employees

  • Contractors

  • Agents

  • Individual user accounts (except for select Individual Producers operating under a Partner ID)

However, a Company may elect to designate an Agent or Contractor to receive Equity Credits on its behalf, subject to the following conditions:

  • A formal, notarised Trade Representation Agreement (TRA) must be executed between the Company and the Agent or Contractor.

  • The TRA must be filed with and approved by Sourcery.

  • The designation does not transfer ownership of the Equity Credits; the Company remains the beneficial recipient unless otherwise contractually specified between the parties.

  • All caps, limits, and eligibility rules apply at the originating Company ID level, regardless of whether Equity Credits are designated to an Agent account.

Under no circumstances may the designation mechanism be used to:

  • Circumvent the 500,000 Equity Credit cap;

  • Split accumulation across multiple accounts;

  • Avoid vesting, forfeiture, or compliance provisions of the Programme.

Sourcery reserves the right to review, approve, or reject any TRA designation to preserve Programme integrity.

4. Legal Structure

4.1 Equity Incentive Plan

All Equity Credits are issued under the Board- and shareholder-approved Sourcery Equity Incentive Plan.

The Plan:

  • Establishes a fixed maximum share reserve

  • Is administered by the Board or designated committee

  • ·Complies with U.S. federal and state securities laws

  • Is structured to comply with Section 409A

Equity Credits are bookkeeping units that convert into RSUs under the Plan.

 

5.  Nature and Value of Equity Credits

An Equity Credit (“EC”):

·       Has a nominal value of $1 USD

  • Has no cash value

  • Is non-transferable

  • Does not represent current equity ownership

  • Carries no voting rights

  • Carries dividend or profit-sharing rights (unless approved by the Board)

Upon formal grant, accumulated ECs convert into RSUs subject to vesting.

6.  How Equity Credits Are Earned

6.1 Base Unit

One (1) verified metric ton (MT) transacted via Connect constitutes the base transaction unit.

6.2 Counterparty Rule

  • Equity Credits are issued to the selling counterparty in a verified transaction for Producers, Manufacturers and Traders.

  • Exception: Brands earn Equity Credits based on verified purchase (inbound) transactions.

Only one eligible counterparty earns ECs per qualifying transaction.

6.3 Partner Type Weighting (Partner type, EC Per Verified MT)

  • Producers - 1.50 EC

  • Manufacturers -1.00 EC

  • Traders - 0.50 EC

  • Brands (Purchases) - 0.50 EC

This weighted structure reflects relative ecosystem value contribution.

The Board retains authority to adjust multipliers if necessary.

7.  Verified Transaction and EC Qualification

7.1. Definition of Verified Transaction

For purposes of the Equity Credit Programme, a “Verified Transaction” is a commercial transaction that satisfies all of the following conditions:

Platform Origination and Completion

  • One hundred percent (100%) of the transaction must originate and conclude through the Sourcery Connect platform.

  • All commercial terms (including product, volume, pricing, and counterparty details) must be recorded within Connect.

  • No portion of the transaction may be executed, amended, or settled outside the platform without prior written approval from Sourcery.

Partial platform usage does not qualify.

7.2 Required Verified Documentation

The following documentation must be uploaded to and verified within Connect:

  • Commercial Invoice

  • Packing List

  • Bill of Lading (or equivalent shipping document)

  • Bank Transfer Record or verified payment confirmation

Sourcery may require additional documentation where necessary to confirm authenticity, traceability, or compliance.

All documents must:

  • Be complete

  • ·Be internally consistent

  • ·Match the transaction details recorded in Connect

7.3 Full Financial Settlement

  • The transaction must be fully settled.

  • All payments must be received in cleared funds by the selling counterparty.

  • No outstanding balances may remain.

Transactions that are partially paid, under dispute, or subject to deferred performance do not qualify.

7.4 No Active Disputes

At the time of verification and during the 90-day issuance period:

  • No formal dispute may be pending between the counterparties.

  • No claim of non-conformity, pricing dispute, or payment dispute may exist.

If a dispute arises within the issuance window, Equity Credit issuance may be suspended or revoked.

7.5 Counterparty Independence (UBO Rule)

To qualify as a Verified Transaction:

  • The buying and selling counterparties must not share more than five percent (5%) common Ultimate Beneficial Ownership (UBO).

    Inter-company trades, related-party transactions, or circular transactions exceeding the 5% shared UBO threshold do not qualify.

Sourcery reserves the right to:

  • Conduct KYC/KYB verification

  • Require UBO disclosure

  • Disqualify transactions that do not meet independence requirements

  • This provision is intended to prevent artificial volume inflation and wash trading.

7.6  Issuance Timing

Equity Credits are issued only after:

  • Ninety (90) days have elapsed from the date of final financial settlement of the transaction; and

  • All verification requirements remain satisfied.

This 90-day period allows for:

  • Dispute resolution

  • Payment validation

  • Integrity review

Sourcery retains discretion to withhold, adjust, or revoke Equity Credits if verification conditions are later found to be incomplete or inaccurate.

7.7 Integrity Principle

The purpose of the Verified Transaction requirement is to ensure that Equity Credits reward:

  • Genuine commercial activity

  • Arms-length trade

  • Fully executed and settled transactions

  • High-integrity data capture

The Programme is designed to incentivize real economic participation, not artificial transaction volume.

8. Individual Company Cap

No Company (Company ID) or Individual Producer (Partner ID) may accumulate more than:

  • 250,000 Equity Credits

  • This equals $250,000 USD nominal EC value.

  • The cap applies at the Company level.

9.  Global Programme Cap

RSUs issued under this Programme may not exceed:

  • 25% of the Company’s total fully diluted equity.

This cap:

  • Is embedded in the Equity Incentive Plan

  • Requires shareholder approval to increase

  • Protects against excessive dilution

  • The Board may suspend issuance as necessary.

10.      Conversion into RSUs

At defined intervals (e.g., annually):

  1. Total ECs earned during the prior period are calculated.

  2. EC nominal value = EC × $1 USD.

  3. RSUs granted = EC nominal value ÷ Fair Market Value (FMV) per share.

11. Fair Market Value

FMV is determined via:

  • Independent 409A valuation; or

  • Board determination consistent with Section 409A.

No equity is issued at a discount.

12. Vesting and Five-Year Rolling Cliff

The Programme operates under a five-year rolling cliff structure.

12.1 Accrual

Equity Credits accrue annually based on verified transaction activity.

12.2 RSU Grant Timing

RSUs are granted periodically (e.g., annually) based on accumulated ECs.

Each annual RSU grant constitutes a separate vesting tranche.

12.3 Five-Year Rolling Cliff

Each RSU grant vests only upon completion of five (5) continuous years of active membership from the date of that specific grant.

Accordingly:

  • No RSUs vest prior to five years from their respective grant date.

  • Upon the fifth anniversary of each grant, that tranche vests in full.

  • If a Partner’s membership terminates prior to the five-year anniversary of a tranche, all unvested RSUs in that tranche are forfeited.

This rolling structure:

  • Encourages sustained long-term participation

  • Prevents short-term accumulation and exit

  • Smooths dilution over time

13.       Settlement and Governance Rights

Upon vesting, RSUs settle into:

Non-Voting Class C Common Shares (or equivalent non-voting class).

Equity Credit recipients:

  • Do not vote in shareholder matters

  • Do not elect directors

  • Do not influence corporate control

All verified and active users retain voting rights exclusively through the Membership Council structure. See Governance.

14.       Liquidity Events

In the event of:

  • Merger

  • Acquisition

  • Sale of substantially all assets

  • Public offering

The Board determines treatment of outstanding RSUs, including:

  • Assumption

  • Acceleration (if approved)

  • Cash settlement

  • Cancellation

  • No automatic acceleration is guaranteed.

15.       Securities and Tax Compliance

Participation is subject to:

  • U.S. securities laws

  • Rule 701 limitations

  • Regulation D or Regulation S exemptions

  • Applicable international securities regulations

Participants are responsible for their own tax obligations.

16.       Strategic Purpose

The Equity Credit Programme is designed to:

  • Incentivize verified trade participation

  • Strengthen network effects

  • Align ecosystem growth with long-term company value

  • Preserve ownership diversity

  • Maintain institutional-grade dilution discipline

Equity Credits reward sustained contribution — not short-term volume alone.

17.       Equity Credit Calculator  

Follow this link to estimate your Earned Equity Credits.

https://www.thesourcery.io/our-approach

18.       Contact 

If you have any questions about this Data Sovereignty Policy (DSA), You can contact us:

 

Governance >