Open Forest Protocol

Key Information

Convertible Key terms

Investments in this Campaign will be made under an Advanced Subscription Agreement (“ASA”). Under an ASA, investments convert into shares upon the occurrence of a future specified trigger (at a price dependent on the type of trigger). Please also refer to the “Key Terms” document attached to this Campaign in the Documents section for more detailed information.

If the Company raises at least £850,000 in new equity investment over one or more funding rounds in the next 24 months, that will constitute a “Qualifying Equity Fundraise”.

If there is a Qualifying Equity Fundraise, a sale of the Company resulting in a change of control (a “Change of Control”) or an IPO, then the ASA will convert at the lower of:

• (1) A 20% discount to the lowest price of a share issued (or sold) in connection with that Qualifying Equity Fundraise, Change of Control or IPO;

• (2) A share price based on the £10,500,000.00 Valuation Cap divided by all issued shares and granted options and equity interests in the Company

If there is no Qualifying Equity Fundraise, Change of Control or IPO within 24 months of the ASA, or there is a winding-up or cessation of business by the Company of any kind prior to any such event, then the ASA will convert into shares assuming a valuation of £8,500,000.

Open Planet Foundation

Open Forest AG ("The Company") operates within a dual-entity structure designed to separate non-profit stewardship from for-profit commercial activities. The Company acts as the "Private Accelerant" for the Open Forest Protocol, while the Open Planet Foundation (a Swiss non-profit foundation) acts as the "Independent Steward".

Here are the key terms:

• Transfer of Core IP: In March 2025, the Company transferred ownership of the core Protocol infrastructure to the Foundation.

• Retained Assets: The Company retains ownership of commercial products.

• Perpetual License: In exchange for the transfer, the Foundation granted the Company a free-of-charge, perpetual, worldwide, and irrevocable license to use the Protocol IP for any purpose.

• Commercial Protection: While the license is non-exclusive, the Foundation cannot license the core assets to any third party without the formal written approval of Open Forest AG.
Economic Relationship: The relationship is governed by a formal Convention designed to prioritise the Company’s commercial growth.

• Commercial Redirection: The Foundation is contractually obligated to redirect all commercial, for-profit inquiries it receives directly to the Company.

• Right of First Refusal: The Company holds a right of first refusal to develop any new infrastructure or software required by the Foundation.

• Cost Structure: The Foundation bears the financial liability for the further development, maintenance, and security of the open-source Protocol, effectively reducing the Company's operational overhead.

• Shared Management: The Company and the Foundation are currently managed by the same key individuals. Frédéric Fournier (President of Management Board for AG; President of Foundation Council) and Auréline Grange (Management Member for AG; Member of Foundation Council) representing both parties.

• Joint Stewardship: The ongoing relationship is managed by a "Joint Stewardship Committee" composed of representatives from both entities.

Material debt

The Company has the following outstanding loan:

• €135,000.00 loan from On A Mission with an interest rate of 4%. The loan is to be repaid in monthly instalments, with the final repayment due in October 2028.

The funds raised as part of this round will not be used to repay these loans.

Share classes

The Company currently has 2 classes of shares, Common Shares and Preferred Shares.

All investors in this round, including Republic Europe investors, will receive Preferred Shares.

Holders of Common Shares and Preferred Shares will receive one vote per share. Preferred Shares carry a preferential right to dividends. Dividends are paid to Preferred Shareholders first until they have received their investment amount back; thereafter, dividends are distributed to all shareholders pro rata based on nominal value.

On a liquidation, return of capital or exit, the proceeds will be distributed as follows:

(1) First, Preferred Shareholders will receive the higher of:

• The original issue price paid per Preferred Share; OR
• The pro-rata share of the liquidation proceeds they would have received had they been converted to Common Shares.

(2) Second, Common Shareholders will receive the remaining proceeds (unless the Preferred Shareholders chose the pro-rata.