Equity Credit Programme

Sourcery Group, Inc. (the “Company” or “HoldCo”) is the parent corporation of Sourcery Partners, LLC (the “Operating Company” or “OpCo”), which operates the Connect Platform as a multi-stakeholder, member-driven digital trade infrastructure. The Company owns all proprietary intellectual property, maintains the capitalization table, and oversees the long-term equity architecture of the enterprise.

The Equity Credit Programme (the “Programme”) aligns sustained commercial trading participation on the Connect Platform with long-term economic ownership in the Company.

The Programme is designed to:

• Align ecosystem participation with enterprise value creation;
• Provide commercial Partners direct economic participation in platform growth;
• Preserve diversified, multi-stakeholder ownership across supply chain tiers;
• Incentivize long-term commercial engagement and referral network expansion;
• Maintain institutional capital discipline and long-term equity stability.

Equity Credits are contractual bookkeeping units established by the Company under corporate policy.

Equity Credits:

• Do not constitute shares of common stock, preferred stock, or legal equity;
• Do not represent securities, stock options, or restricted stock units (RSUs);
• Confer no immediate shareholder rights, information rights, appraisal rights, or voting rights;
• Are strictly non-transferable and non-assignable prior to formal settlement;
• Do not form part of issued capital stock prior to formal corporate issuance and recording.

Equity Credits represent conditional eligibility to receive non-voting shares of common stock in Sourcery Group, Inc., subject to the completion of the five-year vesting cliff, operational trading milestones, KYB referral thresholds, and Programme terms. Participation arises exclusively from commercial membership activity on the Connect Platform and does not constitute employment compensation, partnership equity, or an offer of securities.

The Programme becomes active only when:

1. A minimum of five hundred (500) verified Commercial Partner accounts are active on the Connect Platform; and
2. The Board of Directors of Sourcery Group, Inc. (the “Board”) formally resolves activation.

No Equity Credits accrue or vest prior to formal activation, yet Equity Credits will be proactively applied to Commercial Partners 1-499 when the milestone is achieved.

The Company maintains an authorised share structure as defined in its Certificate of Incorporation as follows:

Total Equity Credits issued under this Programme shall not exceed 75% of fully diluted equity at any time, reserving the balance of shares for founders and direct equity investors.

Equity Credits are allocated as a fixed, cumulative grant earned across a continuous five (5) year membership period, rather than an annual compounding or fee-multiplier formula.

Allocation & Early Adopter Schedule

*Limited to the first 250,000 verified companies or sole trader accounts. ** Early Adopter Allocation Rules, see Eligibility Window below.

• Eligibility Window: The Early Adopter Bonus is reserved strictly for the first five hundred (500) registered Commercial Partners globally who activate a Trade (free) subscription and the first one hundred registered Commercial Partners who activate a Transform, Transform Plus, or Transform Pro subscription with the Operating Company (Sourcery Partners, LLC), determined by the electronic timestamp of subscription activation.
• Vesting Condition: Early Adopter bonus credits vest concurrently with baseline credits upon the completion of five (5) continuous qualifying years of active membership in commercial good standing and satisfaction of all trading and referral requirements.
• Trade Tier Aggregate Cap: Participation in the Equity Credit Programme via the free Trade tier is restricted to the first 250,000 verified Company or Sole Trader accounts globally. Once this aggregate cap is reached, new Trade tier accounts shall accrue zero Equity Credits unless upgraded to a paid subscription tier.
• Forfeiture & Rollover: If an Early Adopter cancels their subscription, allows their account to lapse, or is terminated for a trade default or policy breach prior to the completion of Year 5, their Early Adopter designation and associated bonus credits are immediately forfeited and reallocated to the next eligible paid Partner in the platform registration queue.
• Tier Migration: If an Early Adopter upgrades from Transform or Transform Plus to Transform Pro during their tenure, their bonus grant shall adjust to +50 Equity Credits for the remainder of their five-year vesting term, provided their membership remains continuous.

Eligibility

A “Partner” eligible for this Programme is:

• A legal entity associated with a verified Company ID on the Connect Platform; or
• A qualifying individual Producer (sole proprietor) operating under a verified Partner ID.

Eligibility is limited strictly to the legal entity contractually bound to the Operating Company (Sourcery Partners, LLC) under the Connect Platform Membership and User Agreement. Equity Credits do not accrue to individual employees, agents, or contractors.

Commercial Trading Milestones

To maintain eligibility throughout the five-year period, a Partner must satisfy the following operational criteria:

1. Annual Trading Activity: Complete a minimum of two (2) verified Transparent Trade Transactions via the Connect Platform in each individual membership year for each registered Company.
2. Cumulative Trading Volume: Each Trading Company successfully complete a cumulative minimum of fifteen (15) verified Transparent Trade Transactions across the five-year term prior to share vesting.
3. Platform Good Standing: Maintain continuous compliance with the Connect Platform Membership and User Agreement.

Mandatory Network Referral Milestone (Proof-of-Business Standard)

To qualify for final vesting and share issuance at the end of the five-year term, each Partner must successfully invite and refer a minimum of ten (10) new Commercial Partners to the Connect Platform.

To prevent shell entities or inactive registrations, a referred business shall count toward the referring Partner’s milestone only upon satisfying all of the following criteria:

1. Arm’s-Length Independence: The referred entity is an independent commercial business and is not an affiliate, subsidiary, parent company, or sister entity sharing common beneficial ownership or management with the referring Partner.
2. KYB & Platform Verification: The entity successfully completes the Operating Company’s Know-Your-Business (KYB) verification process, provides verifiable corporate registration and tax identification, and is issued an active, verified Company ID or Partner ID.
3. Commercial Proof-of-Life: The referred entity completes its organizational trading profile and demonstrates authentic platform intent by either:
   • (a) Publishing at least one (1) verified Product offer/listing; or
   • (b) Issuing at least one (1) formal, verified commercial trade enquiry (RFQ/RFI) via the Connect Platform.

Referred entities are not required to complete an executed financial transaction for the referral to qualify. Referrals that fail verification, share corporate control with the referrer, or remain inactive profiles shall not count toward the ten-partner threshold.

Five-Year Cliff

The Programme operates strictly under a five-year cliff. Shares vest only upon completion of five (5) continuous qualifying years of active membership in commercial good standing and verified completion of all trading and referral milestones. No partial, interim, or pro-rata vesting occurs prior to the end of Year 5.

Forfeiture

Termination of membership prior to vesting—whether voluntary by the Partner, or initiated by Sourcery Partners, LLC due to a commercial trade default, bad-faith claim, platform circumvention, or policy breach under Section 14.4 of the Connect Platform Membership and User Agreement—results in the immediate, permanent cancellation of all accrued Equity Credits. Vesting shall be suspended during any active dispute, Trust Line mediation, or unresolved commercial claim.

Share Issuance

Upon satisfaction of all five-year vesting conditions, referral milestones, and Board confirmation, Equity Credits convert on a 1:1 basis into non-voting shares of Common Stock of Sourcery Group, Inc. duly recorded in the Company’s cap table and stock register.

Non-Voting Common Stock

Shares issued under this Programme are non-voting common shares as defined in the Certificate of Incorporation of Sourcery Group, Inc.

Holders of these shares:

• Do not possess statutory voting rights under corporate law, do not vote in shareholder meetings, and do not vote on fundamental corporate transactions;
• Do not elect or appoint corporate directors; and
• Participate economically on a pro-rata basis in declared dividends and liquidation distributions alongside voting common stock as provided in the Certificate of Incorporation.

Ecosystem Participatory Governance

In lieu of direct corporate shareholder voting, Members and equity participants exercise operational governance, trade policy development, and platform representation exclusively through the Sourcery Membership Council administered by Sourcery Partners, LLC, pursuant to the Sourcery Governance Framework.

The Board of Directors of Sourcery Group, Inc. retains sole fiduciary and administrative authority over the Programme, share pool allocations, and corporate issuances.

Material amendments require written notice of at least six (6) months. Once the platform achieves the 2,500-user governance milestone, the Board shall consult with the Membership Council regarding major structural modifications to the Programme, though final decision authority remains strictly with the Board. Accrued credit balances may not be retroactively reduced except where required by applicable law.

Prior to the formal issuance and recordation of shares, Equity Credits may not be pledged, sold, assigned, encumbered, or transferred to any third party. Any attempted transfer is void unless formally approved in writing by the Board of Directors.

In the event of a merger, acquisition, consolidation, change of control, or initial public offering (IPO) of Sourcery Group, Inc., the treatment of unvested Equity Credits shall be determined by the Board of Directors in accordance with its fiduciary duties and applicable corporate law. Automatic acceleration of unvested credits is not guaranteed.

Each Partner is solely responsible for all federal, state, local, or foreign tax obligations arising from the receipt or vesting of Equity Credits or the issuance of shares under their applicable jurisdiction.

This Programme and any disputes, controversies, or claims arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of Oregon, United States, without giving effect to any choice or conflict of law provision or rule.

Before the Board of Directors of Sourcery Group, Inc. authorizes the issuance of non-voting common shares at the end of Year 5, the Operating Company (Sourcery Partners, LLC) must certify that the Partner’s record satisfies:

• Five (5) continuous years of active membership in commercial good standing under the User Agreement.
• Minimum of 15 completed transactions via the Connect Platform (minimum 2 per active year).
• 10 qualified referrals as new members/users (via Invite feature) that have passed arm’s-length KYB verification, received a verified Company ID, and published an active listing or commercial Enquiry, Offer, Commitment or Field Trade on the Platform.