Partner Governance Framework

Role: Ownership and Fundamental Corporate Authority of Sourcery Group, Inc.

Shareholders exercise their statutory rights in accordance with the Certificate of Incorporation of Sourcery Group, Inc. Key authorities include:

• Approval of amendments to the Certificate of Incorporation;
• Approval of the issuance of new share classes;
• Approval of mergers, acquisitions, or the sale of substantial assets;
• Election or confirmation of investor-designated directors (where applicable).

Distinction from Ecosystem Membership: Active users of the Connect Platform are Members of Sourcery Partners, LLC. They do not hold corporate shareholder voting rights until they formally earn and vest equity shares pursuant to the Equity Credit Programme. Shareholders do not participate in the day-to-day management or operational decisions of the platform.

Role: Strategic Direction, Fiduciary Oversight, Legal Stewardship, and Institutional Control of Sourcery Group, Inc.

The Board of Directors (the “Board”) is the primary governing authority of the Sourcery enterprise. To balance lean executive execution during early growth with structured stakeholder representation at scale, the Board operates under a two-phase phased expansion model.

Phase 1: Initial Three (3) to Five (5) Person Board (Platform Launch to 2,500 Users)

Prior to reaching the platform threshold of 2,500 active, verified users, the Board operates as a five (5) member body focused on capital allocation, product-market validation, and commercial scaling:

1. Chief Executive Officer (CEO) / President
2. Chief Operations Officer (COO) (or CTO)
3. Investor Director 1 (representing the investor holding the largest percentage ownership of stock)
4. Investor Director 2 (representing the investor holding the second largest percentage ownership of stock)
5. Independent Director (holding no financial or commercial interest in Sourcery, appointed by the Board)

Phase 2: Expanded Seven (7) Person Board (2,500+ Verified Users)

Upon the Connect Platform achieving 2,500 active and verified users, the formal governance transition is triggered. The Membership Council (Advisory Committee) is seated via platform-wide user elections, and the Board expands from five (5) to seven (7) seats:

1. Chief Executive Officer (CEO) / President
2. Chief Financial Officer (CFO)
3. Chief Operations Officer (COO) (or CTO)
4. Investor Director 1
5. Investor Director 2
6. Independent Director
7. One (1) Board-appointed representative designated and confirmed by the Membership Council

Core Responsibilities of the Board

• A. Strategic Oversight: Approves long-term corporate strategy, expansion into new commodity verticals or markets, and material business model shifts.
• B. Financial Oversight: Approves the annual corporate operating budget, capital allocation, equity financings, and structural frameworks governing the Equity Credit Programme.
• C. Fiduciary Duty: Acts in the best interests of the corporation and its stockholders, ensuring solvency, corporate compliance, and audit integrity.
• D. Legal and Regulatory Oversight: Supervises regulatory compliance, data security, cybersecurity infrastructure, and master ecosystem policies.
• E. Executive Oversight: Appoints, evaluates, and removes the Chief Executive Officer, and establishes executive compensation structures.
• F. Risk and Platform Integrity Oversight: Evaluates systemic trade risk, monitors chain-of-custody data integrity safeguards, and assesses critical infrastructure policies escalated by the Membership Council.

The Board exercises corporate direction, financial control, and legal stewardship over Sourcery Group, Inc. and its subsidiaries, but does not manage the daily operational workflows of the platform.

Role: Operational Execution for Sourcery Partners, LLC

Executive Management, led by the CEO, is responsible for implementing Board-approved strategy and managing the daily operations of the Connect Platform. Responsibilities include executing the annual operating plan, managing product development, maintaining platform security, and implementing partnerships.

Role: Representative Advisory Body, Ecosystem Policy Development, and Platform Governance operating as Sourcery Partners, LLC

The Membership Council provides structured stakeholder participation within the governance framework. Participation in ecosystem governance requires simply becoming a member and user on Connect. Any individual or entity that successfully onboards as an active, verified user of the Connect Platform automatically gains the right to participate in Membership Council elections, regardless of their subscription tier or equity status.

Composition (5 Elected Members):

Each seat represents a key constituency within the platform:

1. Partners (Producers / Farmers)
2. Manufacturers
3. Traders
4. Brands
5. Impact Partners

All active users of Sourcery Connect are eligible to vote in their respective Membership Council elections. Each elected member serves a maximum term of three (3) years.

Responsibilities of the Membership Council:

• A. Policy Development and Recommendation: Draft and recommend policies relating to trade standards, verification protocols, data-sharing frameworks, and platform conduct standards (Final approval rests with the Board).
• B. Programme Development: Propose enhancements to user solutions, impact measurement frameworks, and ecosystem incentive structures.
• C. Technology and Feature Recommendations: Identify user needs, adoption barriers, and provide structured feedback on usability and system design.
• D. Partnership Recommendations: Recommend assurance or ecosystem partners and surface sector priorities.
• E. Ecosystem Risk Escalation: Identify systemic trade or integrity risks and formally escalate concerns to the Board.
• F. Corporate Board Representation: The Council selects and confirms one (1) designated representative to serve on the Board of Directors of Sourcery Group, Inc., ensuring the platform ecosystem has a direct, institutional voice in corporate stewardship.

The Membership Council serves as a structured mechanism for ecosystem intelligence and participatory governance without displacing corporate fiduciary authority.

To ensure clarity of authority across both the Holding Company and Operating Company:

Sourcery’s dual-entity governance framework is guided by the following principles:

• Clear separation of corporate authority vs. platform operation
• Fiduciary accountability
• Structured, accessible ecosystem participation (voice for all users)
• Independent oversight
• Transparency in decision-making
• Long-term stewardship of platform integrity

This governance model ensures that as the Connect Platform scales, authority evolves responsibly balancing investor confidence, executive agility, and immediate stakeholder participation.

If you have any questions or feedback on this document, please contact us at connect@thesourcery.io