IPSE_Private_Offering_Memorandum-$25M

INTELLECTUAL PROPERTY SECURITIES CORPORATION

Private Offering Memorandum

PREPARED FOR: xxx - DOCUMENT# 00xx

Confidential Private Offering Memorandum

Intellectual Property Securities Corporation ("IPSE")

USD 25,025,000

Two Phase Equity Offering

Delaware Corporation – Prepared for Qualified Investors (Rule 506(c) Offering)

Intellectual Property Securities Corporation ("IPSE") is a pioneering financial technology company specializing in the securitization of intellectual property assets. The company provides innovative solutions for monetizing patents, trademarks, and other intellectual property through sophisticated securitization structures and blockchain technology. nature of the business.

This is our private offering, and no market exists currently exists for our shares. The offering price has been decided by our management and may not reflect the market price of our shares after the offering. This offering is distributed by Market Street Capital Inc. https://www.marketstreetcp.com

+1 713.338.9415

Team@MarketStreetCP.com 5718 Westheimer Rd., Suite 1000 Houston, TX 77057, USA

The Offering Terms:

Securities Offered: Up to 10,010,000 shares of common stock (par USD0.001) of Intellectual Property Securities Corporation.

Offering Price: USD 2,50 per share (fixed).

Aggregate Proceeds: USD 25,010,000 (if fully subscribed).

Minimum Investment: USD 100,000 (40,000 shares). The Company reserves the right to accept subscriptions for lesser amounts in its discretion on a case-by-case basis.

Use of Exemption: Rule 506(c) of Regulation D (general solicitation permitted; sales only to Accredited Investors).

Commissions/Fees: Selling commissions and related offering expenses may be up to 12% of the gross proceeds. The Company may engage placement agents or finders and pay commissions out of this amount. (No commissions will be paid on funds raised directly by the Company from its own contacts.) Net proceeds after any commissions and offering expenses will be used by the Company as described in “Use of Funds.”

Subscription Procedure: Investors will subscribe by executing a Subscription Agreement and related documents (see “How to Subscribe” section). Subscription funds will be held in a separate

account until a minimum amount is raised (see “Escrow of Funds”). The Company may accept or reject subscriptions in its sole discretion.

The Offering Terms:

Shares offered: 10,010,000

Price per share: USD 2.50

Minimum investment: USD 100,000.00

Selling commissions, including expenses, and promotion: Up to 12%

This investment involves a High Degree of Risk. you should buy shares only if you can afford a complete loss. See “Risk Factors” beginning on page 20

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this memorandum is truthful or complete. Any representation to the contrary is a criminal offense.

I. IMPORTANT DISCLOSURES

1. No Approval

The U.S. Securities and Exchange Commission (SEC) has not approved or disapproved these securities nor passed upon the accuracy or adequacy of this memorandum. Any representation to the contrary is a criminal offense.

2. No Market

The securities offered herein are restricted and not registered. No public market for the shares currently exists, and there is no guarantee that a trading market will develop or that the shares will ever be listed on any exchange. Investors should be prepared to hold their shares for an indefinite period.

3. No Registration

The offering is being made pursuant to an exemption from registration under Rule 506(c) of Regulation D of the Securities Act of 1933. The securities have not been registered with the SEC or any state regulator.

4. Transfer Restrictions

Transfer or resale of the shares is restricted by law and the terms of the Subscription Agreement. Investors will not be free to resell shares without compliance with applicable securities laws (e.g. holding period requirements under Rule 144 and transfer only to accredited investors or other exempt purchasers).

5. Offering Price

The offering price of the shares (USD2,5.00 per share) has been determined by our management and is not necessarily related to the Company’s asset value, book value, or earnings. The price was set based on management’s valuation of the Company’s future prospects and may not reflect the price of the shares if and when they trade in a market.

6. Information Use

Investors should rely only on the information contained in this Confidential Private Offering Memorandum. No other information or representation, whether from the Company or any other source, is authorized. This Memorandum supersedes any prior information provided.

7. Accredited Investor Status:

You must be an “Accredited Investor” as defined in Regulation D. Generally, this means individuals must have a net worth over USD1,000,000 (excluding primary residence) or income over USD200,000 (USD300,000 with spouse) for the last two years (with a reasonable expectation of the same in the current year). Entities must have total assets in excess of USD5,000,000 or all equity owners who are accredited investors, or otherwise meet the accredited investor criteria. You will be required to represent and verify your accredited status in the Subscription Agreement.

8. Financial Capacity:

You should have adequate financial means to bear the loss of your entire investment. Your overall commitment to illiquid investments should be reasonable relative to your net worth. An investment

in IPSE shares is illiquid and may need to be held for an indefinite period; you should not invest if you require liquidity or cannot afford to lose the funds.

9. Investment Intent:

You must represent that you are purchasing the shares for your own account, for investment purposes only, and not with a view to resale or distribution.

10. Legal Capacity:

Individuals must have the legal capacity to enter into the investment. If the investor is an entity, it must duly authorize the investment and the person signing must have authority to do so.

11. Advisor Consultation:

Prospective investors are encouraged to consult with their own legal, tax, financial, and investment advisors to determine whether an investment in the Company is suitable for their circumstances.

12. No Representations or Warranties

While we have provided all the information in this memorandum, we do not make any explicit or implied representation or warranty that it is complete or accurate. This includes projections, estimates, future plans, or forward-looking statements. Estimates of our performance are uncertain and may differ significantly from actual results. You should conduct your own independent investigation.

13. No Solicitation

This is not a solicitation, advertising or an offer to buy securities if this is unauthorized in your jurisdiction or if you are not qualified to.

14. Right to Withdrawal

We may withdraw, cancel, or modify this offering without notice. We may also refuse any subscription or allot fewer shares than bought.

15. Private and Confidential Nature

This memorandum is solely for your information or those you have authorized to advise you. You may not distribute, reproduce or disclose it to anyone else, except with our prior written consent. By accepting this memorandum, you agree to return it and all documents if your subscription is not accepted or if the offering is terminated.

16. Jurisdictional (NASAA) Legends

16.1. For residents of all states:

The presence of a legend for any given state simply indicates that a legend may be required by that state and does not mean that specific state allows an offer or sale of securities. If you are unsure about whether offers or sales are lawful in any state, please contact us. The securities described in this memorandum have not been registered under any state securities laws (commonly called "Blue Sky" laws). You must buy them for investment purposes only and may not sell or transfer them without either an effective registration under such laws, or an opinion of counsel acceptable to us that such registration is not required.

16.2. For California residents only:

The sale of the securities hereunder has not been qualified by the Commissioner of

Corporations of the State of California. This means we cannot sell or receive payment for these securities unless:

i) These securities are qualified by the Commissioner of Corporations of the State of California; or

ii) There is an exemption under sections 25100, 25102, or 25104 of the California Corporations Code.

By executing the Subscription Agreement, investors will make certain representations regarding the above matters. The Company will rely on the truth and accuracy of such representations in accepting any subscription.

II. Summary of the Offering

a) Company

Name of company:

Intellectual Property Securities Corporation ("IPSE" or the “Company”)

Start of operations: January 2026 (commercial launch of services)

Purpose:

IPSE is a financial technology company specializing in the securitization of intellectual property assets. The Company’s mission is to transform intellectual property rights (e.g. patents, copyrights, trademarks, film & music rights) into tradable securities, enabling IP owners to raise capital and investors to participate in the revenue streams of IP assets. IPSE’s innovative business model –including a proprietary, patented securitization method and structured compliance framework – facilitates Initial Intellectual Property Rights Offerings (IIPROs), a new form of financing that monetizes IP rights. The Company will generate revenue by structuring IP-backed securities offerings, managing those securities (through its digital platform “Securitizor”), and earning fees and/or equity stakes in the IP projects. IPSE plans to begin operations in January 2026, targeting a large, untapped market for IP financing globally.

Legal structure: C-Corporation (Delaware)

Place of incorporation: State of Delaware, USA

Date of incorporation: 10th May 2018

Headquarters: 30 Wall Street Suite 807, New York, NY, 10005

Branch Office Florida: 10287 NW 135th Street, Hialeah Gardens, FL 33018 (Florida);

Branch Office California: 1334 Westwood Boulevard, Suite 6, Los Angeles, CA 90049 (California)

Officers:

President: Marc Deschenaux

World-renowned expert in corporate finance and inventor of the IIPRO concept.

Chief executive officer (CEO): Jeremy Oades

Seasoned finance executive with 35+ years in global banking and investment management across Europe, Asia-Pacific, and North America.

Chief operations officer (COO): Neddy Otmani

Technology strategist with a strong execution track record; fosters collaboration and innovation in building highperforming teams.

Chief financial officer (CFO): Dourgam Kummer

35+ years of expertise in structured, trade, project and equity financing;/fundraising, company structuration and restructuration using process management, including going public at the Swiss Stock Exchange as well as the Nasdaq

b) Company summary

IPSE is at early stage of development. The company’s activities will revolve around financing intellectual property by issuing Intellectual Property Securities (IPS) – financial instruments backed by IP assets (for example, royalty streams from a patent or a film). IPSE’s proprietary platform, Securitizor, will facilitate the creation, offering, and management of these IPS in digital form, ensuring compliance with securities laws through built-in structured protocols. By covering the full cost and lifecycle of selected IP projects (e.g. funding the production of a film or the development of a patentable technology) and then securitizing the associated IP rights, IPSE creates a new avenue for creators to obtain funding and for investors to gain exposure to IP asset returns. The Company’s key strengths include a patented securitization method, a highly experienced management team, and first-mover advantage in a largely untapped market. Management believes the addressable market – spanning industries such as entertainment, technology, and brand licensing – is substantial, with billions of dollars of intellectual property created annually that could benefit from monetization. IPSE intends to leverage its innovative approach and deep expertise to become a leading marketplace for IP-backed securities. (See “Business of the Company” section for more details.)

c) Use of Proceeds

The Company intends to use the proceeds of this offering to build out and launch the Securitizor platform, fund initial intellectual property deals, pursue regulatory compliance and licensing, market its services to IP owners and investors, and for general corporate purposes. A detailed breakdown of the use of funds is provided in the “Use of Funds” section of this memorandum. In summary, the majority of funds will go toward technology development and IP project financing, with significant allocations for marketing/business development, operations and staffing, and legal/regulatory expenses.

We are offering 10,000,000 shares of common stock, representing 10% of IPSE's equity, to raise USD 25,025,000. We will use the proceeds from the sale of shares hereunder as follows:

D) Capitalization & Share Structure

The total issued share capital is 25’010’000 shares with a nominal value of $0.00001 per share.

• 87,900,100 common shares have been issued and paid in.

• 12,099,900 common shares are held in “Treasury” by the company There are no other classes of stock, options or warrants issued

We are offering up to 10,010,000 new shares of common stock in this offering, representing approximately 10% of the Company’s equity post-offering (if fully subscribed). If the maximum number of shares is sold, a total of 98,210,000 shares will be outstanding.

Current owners (founders, management and early investors) will then hold about 88.20% of the Company’s shares, and new investors will hold roughly 10% to 12.10%. (If fewer shares are sold, new investors will own a smaller percentage and existing shareholders a larger percentage.) The shares being offered are common stock with a USD 0.001 par value per share. Each share carries one vote and equal economic rights. There are no preferred shares authorized or outstanding, and none are expected to be issued at this time. The offered shares have no redemption or conversion rights; they are being issued as fully paid and non-assessable.

If the maximum number of shares offered herein is reached, the number of total shares issued and outstanding will be held as follows:

III. Requirements for Investors and Suitability Standards

Before investing, prospective investors must satisfy certain suitability and eligibility requirements, including the following:

a) General Suitability Standards

You, or your duly authorized representative, may only invest if you represent in writing, in the subscription agreement, the following:

i. You have the legal capacity to make the investment;

ii. If you are a company, your directors are fully responsible for it and must authorize the commitment to the representations, signing the subscription forms legally;

iii. You are financially capable of making the investment and are not subject to any legal judgments, liens, or bankruptcy;

iv. You have adequate means of providing for your current needs and personal contingencies;

v. Your overall commitment to investments which are not readily sellable is not disproportionate to your net worth and the investment in the shares will not cause such overall commitment to become excessive;

vi. You are an “Accredited Investor” (as defined below); and

vii. You represent that are buying the shares for your own account for investment purposes and not with a view to resell or distribute them

b) Accredited Investors

Each investor will be required to represent that they meet the SEC’s accredited investor criteria (see “Investor Suitability Standards” below).

You may only invest if you are an accredited investor under applicable laws. To qualify as an “Accredited Investor”, you must meet any one of the following criteria:

i. If you are a natural person/ individual, you must have:

a. a net worth, or joint net worth with your spouse (if you are married), of at least USD1,000,000 at the time of your investment; or

b. an individual income of at least USD200,000 in each of the two most recent years, or joint income with your spouse (if you are married), of at least USD300,000 in each of those years and you reasonably expect to have the same income in this year;

ii. If you are:

a. a bank as defined in Section 3(a)(2) of the Securities Act, a savings or loan association, or other institution as defined in Section 3(a)(5)(A) of the Securities Act (acting in an individual or fiduciary capacity);

b. a broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”);

c. an insurance company as defined in Section 2(13) of the Exchange Act;

d. an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;

e. a Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

f. a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets of more than USD5,000,000;

g. an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets of more than USD5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

iii. A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

iv. An organization described in Section 501(c)(3)(d) of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets of more than USD5,000,000;

v. A director or executive officer, or general partner of the company selling the shares, or any director, executive officer, or general partner of a general partner of that company;

vi. A trust, with total assets of more than USD5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Act; and

vii. An entity in which all the equity owners are Accredited Investors.

c) Other Requirements

You may only buy shares hereunder if you are buying these:

a) for your own account (or accounts over which you have sole investment discretion);

b) for investment purposes only;

c) without any intention to sell, distribute or transfer them.

We may ask you to provide specific information to determine if you qualify as an Accredited Investor

IV. Forward Looking Information

We provide some future expectations and forward-looking information in this memorandum. These statements are subject to risks, uncertainties, and factors beyond our control, which could lead to actual results differing from what we anticipated.

The forward-looking information is based on various factors and assumptions. Given the risks and uncertainties involved, we cannot guarantee that this forward-looking information will actually happen or prove to be accurate.

Important factors may include the following:

a) We may not succeed in marketing our products and services as scheduled;

b) We may not be able to attract, build, and maintain a customer base;

c) We may not be able to attract and retain quality employees;

d) Our results may be impacted by changing economic conditions;

e) We may fail to obtain adequate debt financing if we only sell part of the shares offered herein;

We make no representation and are not obliged to update the forward looking information to reflect actual results or changes in assumptions or other factors that could affect those statements.

These and other risks are further described under “Risk Factors” section.

V. Risk Factors

Investing in IPSE’s common shares is speculative and involves significant risks. In addition to the other information in this memorandum, you should carefully consider the following risk factors before investing. The order of risks below does not necessarily reflect their relative importance. Only invest if you can withstand the loss of your entire investment. Before you invest, you should carefully consider the following factors:

a) Early-stage Company

Limited Operating History: IPSE is a development-stage company with no operating history or revenues to date. The Company was recently incorporated (2024) and has not yet commenced commercial operations. As a result, evaluating our business and prospects is difficult. Our business model is unproven at scale, and we will face all of the challenges, uncertainties, and risks that early-stage companies typically encounter. We expect to incur losses in the initial years of operation. There is no assurance that we will ever achieve profitability. Investing in a startup like IPSE is highly risky, and you should be prepared for the possibility that the business does not succeed.

b) Nature of the products

If the product or service can be as harmful, subject to the cyclical nature of international trade/ wild fluctuations in input prices, explain why and what can be the consequences of this.

c) Insufficient funds

We aim to raise between USD 500,000 and USD 25,000,000, but we may not achieve this range. Our management believes that these proceeds will sufficiently capitalize and enable us to implement our business plans. However, if we only sell part of the shares being sold herein, or if certain of our assumptions are wrong, we may not have enough funds to fully develop our business. If that is the case, we may need to seek additional debt financing or other capital investment.

d) Unproven Market and Novel Business Model:

IPSE’s business model – securitizing intellectual property assets and offering them as “IP securities” to investors – is innovative and relatively untested. The concept of Initial Intellectual Property Rights Offerings (IIPROs) is new. There can be no assurance that IP owners will choose to use our platform or that investors will embrace IP-backed securities. We must educate the market about this new financing method. Our assumptions regarding market demand could prove incorrect. It is possible that the market for IP securitization may develop more slowly or differently than we anticipate, or not at all. If creators and investors do not adopt our platform as expected, our business would suffer. Additionally, new business models often face unforeseen obstacles in execution, and our model may require significant adjustments over time to meet market needs.

e) Intellectual Property Asset Risks:

The value of the securities IPSE facilitates will ultimately depend on the value and performance of the underlying intellectual property assets (e.g. the success of a movie or the profitability of a patent). IP assets are inherently uncertain – for example, a film or music project’s revenues can be unpredictable and subject to audience tastes; a patent’s value can be eroded if a new technology renders it obsolete or if it faces legal challenges. If the IP assets underlying the securities fail to generate expected income (such as royalties or licensing fees), investors in those

securities (and by extension, the appeal of IPSE’s offerings) will be adversely affected. This could harm IPSE’s reputation and ability to attract future business. Moreover, intellectual property rights themselves carry risks: patents can be invalidated or expire, copyrights can be infringed, and trademarks can be contested. Such events would negatively impact the IP-backed securities and our business.

f) Need for Substantial Funding

Uncertain Availability of Capital: We require significant capital to execute our business plan. The USD 25 million we seek to raise in this offering is intended to fund our platform development, hire personnel, market our services, and finance initial IP projects. There is no guarantee that we will raise the full amount. If we raise substantially less than USD 25 million, we may not have sufficient cash to develop our technology or fund enough IP deals to achieve meaningful revenue. In that case, we would need to scale back our plans or seek additional financing (such as debt or future equity rounds) sooner than anticipated. Additional financing might not be available when needed, or could be available only on unfavourable terms (potentially diluting existing investors). Failure to obtain adequate funding could impede our growth or even jeopardize our ability to continue as a going concern. Even if we raise the full USD 25 million, our future capital needs could be larger than expected if our expenses are higher or revenue is delayed; we might need to raise more capital before reaching profitability, which could dilute investors.

g) Challenges of Scaling and Execution:

Executing our business plan will require that we scale up operations rapidly once funding is obtained. We will need to build a complex technological platform (for IP securitization and compliance), establish workflows for evaluating and structuring IP deals, navigate various legal frameworks (securities law, intellectual property law in multiple jurisdictions), and manage a growing number of relationships with IP owners and investors. These tasks present significant operational and managerial challenges. If our management processes, internal controls, or systems are inadequate to handle our growth, the business could suffer. Potential challenges include: technical risks (the platform may take longer to develop or not perform as expected; data security breaches or system outages could occur), hiring risks (scaling the team quickly with qualified personnel), and process risks (establishing effective deal underwriting criteria and compliance checks for a new asset class). Rapid expansion may strain our limited resources. Any missteps in scaling – such as technology deployment delays, operational inefficiencies, or failure to implement proper controls – could result in setbacks, higher costs, or inability to meet obligations to customers. Our management’s experience in growing businesses and managing complexity will be critical, but there is no assurance that growth will be smooth or successful.

h) Competition and Technological Disruption

While IPSE’s approach is novel, we will likely face competition from multiple fronts. Traditional financing sources for intellectual property (such as film financiers, music label advances, venture capital for patents, banks making IP-backed loans) may compete with our offerings. These incumbents have established track records and relationships. We also expect that if our model shows promise, new competitors could emerge, potentially including fintech companies, crowdfunding platforms, or blockchain/tokenization firms that target IP monetization. Some competitors might attempt to replicate our business model or develop similar financial products. Many potential competitors may have greater resources and funding than we do, allowing them to market aggressively or undercut our fees. Additionally, the fast pace of financial technology means our digital platform must continually evolve – technological disruption is a risk. For example, blockchain or smart contract platforms could offer alternative means of fractionalizing IP ownership that bypass our system. If we fail to stay at the forefront of technological innovation in

securitization, we could lose relevance. There is also the risk that large tech or finance companies could enter the IP investment space once it appears attractive, bringing significant capital and brand recognition. We will need to establish a strong brand, proprietary processes (protected by patent where possible), and a network effect to maintain a competitive edge. Nonetheless, competition could impact our pricing, margins, and ability to achieve sufficient market share.

i) Illiquidity of Investment / No Exit Until IPO or Buyout:

An investment in IPSE’s shares is a long-term, illiquid investment. The shares are being sold in a private offering under Regulation D and are restricted securities. There is currently no public market for the shares, and you will not be able to freely resell your shares. You may not be able to liquidate your investment in the event of an emergency or for any other reason. Although we intend to eventually pursue a public listing (IPO) for IPSE, there is no guarantee if or when that will occur. Even if we are successful, it could be years before an IPO or other liquidity event. We do not have an obligation to redeem or repurchase your shares (and we currently do not intend to do so). As a result, investors must be prepared to hold their shares indefinitely. Even in a future IPO, the value of the shares could be lower than the price paid in this offering, or broader market conditions could prevent liquidity. In short, you should not invest in this offering if you need liquidity or are not prepared to hold the investment without the ability to sell.

j) Regulatory and Compliance Risks:

IPSE operates at the intersection of securities law and intellectual property law, which is a complex and heavily regulated space. We face multiple layers of regulatory risk:

k) Dependence on Key Management and Personnel

In its early stages, IPSE’s success will heavily depend on our management team and key personnel. In particular, we rely on the vision, expertise, and relationships of our President (Marc Deschenaux), our CEO (Jeremy Oades), and other top executives. These individuals possess unique knowledge of financial structuring, intellectual property finance, and our business strategy. If we were to lose the services of any of our key executives, especially in the early years of operations, it could have a material adverse effect on the Company. We currently have no operating history and a small team, so each key person fills multiple critical roles. Replacing such individuals could be difficult and time-consuming, and there is no guarantee we could find suitable replacements with comparable skills or connections. We intend to enter employment agreements and offer equity incentives to retain talent, but there is still a risk that one or more key team members could depart. Additionally, as we grow, our success will depend on our ability to attract and retain qualified staff (such as software engineers, IP analysts, and compliance experts). Competition for talent is intense, and we are a small, early-stage venture. Inability to hire or keep the right personnel could impair our execution.

l) Securities Law Compliance:

Each IP offering we facilitate must comply with applicable securities regulations in relevant jurisdictions (e.g. U.S. federal and state securities laws, and potentially foreign regulations if offerings are extended internationally). We are currently conducting a Rule 506(c) exempt offering for our own equity; in the future, IPSE may itself sponsor or manage separate offerings of IP securities (which could be treated as securities offerings needing exemption or registration). Navigating these laws requires careful structuring. Any mistake or oversight in compliance (such as an offering that fails to meet exemption requirements) could result in enforcement actions, penalties, or rescission rights that could severely impact the business. The regulatory environment

could also evolve – new laws or SEC rules could impose additional requirements on crowdfunding or securitization of IP, which might increase our costs or limit our activities.

m) Broker-Dealer / Exchange Regulations:

There is a risk that regulators could deem our activities as those of a broker-dealer, investment adviser, or even an exchange/ATS (Alternative Trading System) if we facilitate trading of IP securities among investors. We currently do not plan to create a trading marketplace (initially focusing on primary issuance of IP securities), but if secondary transactions among investors are enabled on our platform, we may need to register as an exchange or broker-dealer or partner with one. Failure to obtain required licenses or regulatory status in a timely manner could limit our business model. Complying with such regulations will require additional infrastructure and expense.

n) Intellectual Property Law:

We must ensure that the IP rights being securitized are valid, enforceable, and properly transferred or licensed into the securitization vehicles. Complex legal agreements will be needed for each deal. Any failure in legal due diligence (e.g., not detecting a flaw in a patent’s chain of title or a copyright’s validity) could lead to litigation or losses on that security. We could face lawsuits from IP owners or investors if a securitization is alleged to infringe on others’ rights or if promised cash flows do not materialize due to legal defects.

o) Global Operations and Jurisdictional Issues:

Intellectual property is global, and we may engage in deals involving rights in various countries. This introduces compliance challenges with different countries’ laws on securities, IP, taxation, etc. For example, royalty streams from overseas might incur withholding taxes; different jurisdictions have different rules on securitization and special purpose entities. Ensuring compliance across borders will be resource-intensive.

Any regulatory action, investigation, or litigation could distract management, damage our reputation, and impose heavy costs, even if we ultimately prevail. We are dedicating significant effort to structured compliance (indeed, our business model includes a “structured compliance” framework to proactively manage these issues), but regulations are subject to interpretation and change. Adverse regulatory developments could force us to alter or curtail our operations, which would harm our prospects.

p) Dilution and Future Capital Needs:

Investors in this offering will experience immediate and substantial dilution in the net tangible book value of their shares. The current net tangible book value of the Company is very low (close to USD 0.01 per share, as the Company has only recently been capitalized and has primarily intangible assets such as plans and intellectual property). After the sale of 10,000,000 shares for USD 25,025,000, the pro forma net tangible book value of the Company is expected to be on the order of USD 25 million (assuming full proceeds), which, spread over 25,025,000 shares, would equal about USD 1.00 per share. This means that new investors paying USD 2,50 per share are effectively contributing capital that results in a book value of ~USD1.00 per share post-offering –an immediate dilution of approximately USD9.00 per share relative to the offering price. Existing shareholders will benefit from an increase in book value from near USD0 to USD1.00 per share, whereas new investors will bear this dilution in book value. Furthermore, if the Company issues additional shares in the future (for example, to raise more capital or to grant stock options to employees/advisors), your ownership percentage in the Company would be diluted, and the value of your shares could be adversely affected. While we will attempt to use the proceeds of this

offering to reach self-sustaining operations, there is no guarantee that additional funding will not be required. Any future issuance of equity (or equity-linked securities) could be at terms unfavorable to existing investors and could occur at a lower valuation per share than this offering, resulting in further dilution.

q) Economic and Market Conditions:

Our business prospects and the success of both IPSE and the IP securitizations we structure are subject to general economic, market, and geopolitical conditions. A downturn in financial markets or in investor sentiment could reduce the appetite for alternative investments like IP securities or for our own fundraising efforts. During recessions or tight credit conditions, investors often become more risk-averse, which could make it difficult for us to place IP offerings or to secure investors for this or future rounds. Likewise, adverse trends in the entertainment industry, technology sector, or other areas of intellectual property (for example, a decline in global box office revenues, or changes in patent laws that weaken patent value) could indirectly hurt our business model. Broader issues such as inflation, rising interest rates (which make fixed-income investments more attractive relative to equity), currency fluctuations, or international trade disputes could also have unpredictable effects on our operations and the willingness of investors to allocate capital to IP assets. These macroeconomic factors are outside our control, and we may not be able to insulate the Company from their impacts.

r) Risks Associated with Expansion

The management's experience and the controls in place to manage the growth of the business are essential factors in determining the success of the company's expansion plans.

Without the necessary resources, including financial, personnel, and experience, the company may face several risks:

(i) Financial Resources: Without adequate financial resources, we may struggle to fund our expansion plans, leading to delays or incomplete development phases. This could result in missed opportunities or loss of market share to competitors.

(ii) Personnel: Insufficient skilled personnel may harm our ability to execute our growth strategy effectively. This could lead to operational inefficiencies, decreased productivity, and difficulty in meeting customer demands.

(iii) Experience: Lack of experience in managing rapid growth may result in missteps or bad decisions, when it comes to scaling operations, managing increased complexity, and maintaining quality standards, among others.

(iv) Competitive Disadvantage: Inadequate resources may put the company at a competitive disadvantage, as competitors with more resources can capitalize on opportunities more effectively. This could result in loss of market share and diminished long-term prospects.

Overall, the risk of not having the necessary resources to support development in the future is significant. It may impede the company's ability to achieve its growth objectives, damage its competitive position, and ultimately impact its long-term sustainability.

s) Customer Base and Market Acceptance

Describe customer base – SAMPLE: Our customer base includes specific demographics:

(i) females aged 18-45,

(ii) males aged 35-60, and

(iii) females and males from these age groups primarily located in the western United States.

However, we cannot guarantee that we will capture a significant portion of these demographics. Even if we do, we cannot guarantee that these customers will be suitable or profitable enough to sustain our business.

t) Competition

IPSE, with its innovative IP Structured Finance proposal and its unique Securitizor solution, stands without direct competitors in the market. The target audience/competitor consists of global financial players engaged in patent financial lending and debt financing sectors that have become essential for leveraging intellectual property (IP) assets to secure capital, particularly for companies driven by innovation.

By using patents as collateral, firms can obtain loans or credit lines, gaining access to funding without diluting ownership or relinquishing control. This method is especially advantageous for businesses with robust patent portfolios and predictable revenue streams, as it allows them to maintain ownership while financing growth and market expansion.

IPSE seeks to position itself as a direct competitor to existing financial institutions specializing in IP-backed debt financing by delivering a solution that is both highly attractive and cost-efficient for the market.

u) Shortage of Financial Comparisons

Indicate why there may not be adequate financial comparisons available to either the firm or the investor. Is this due to the unique nature of the product, the speed of change within the market etc?

For this reason, the Company cannot predict with certainty its projections.

v) Lack of Operational Profits

When are the operations due to generate a profit?

We cannot guarantee that we will make payments on a timely basis.

w) Trend in Consumer Preferences and Spending

Our operating results can vary significantly from period to period due to various factors, including customer purchasing patterns, competitive pricing, debt payments, and general economic conditions. We cannot guarantee success in marketing our products or that the revenue from sales will be substantial. As a result, our revenues may fluctuate each quarter, leading to fluctuations in our operating results.

x) Risks of Borrowing

If we take on debt, a portion of our cash flow will need to go towards paying off the amount of money borrowed (principal) and the cost of borrowing that money (interest). Loan agreements often come with conditions or limitations that can limit the company's operating flexibility (financial covenants). These agreements also set conditions for default, such as failing to meet financial covenants. If there is a default, the lender can demand immediate repayment of the loan. If unpaid, the lender could obtain a judgment against the company, which would take priority over the rights of shareholders. A judgment creditor could then take possession of the

company's assets which may have been pledged as security for such loan (foreclosure), causing a significant negative impact on our business, operating results, or financial condition.

y) Unanticipated Obstacles to Execution of the Business Plan

The company’s business plans may change significantly. Some of our potential business ventures requires a lot of capital and may be subject to legal or regulatory requirements. However, management believes that the company’s chosen activities and strategies are achievable given the current economic and legal conditions, as well as the expertise of the company’s personnel Management may modify the company’s stated strategies depending on future events.

z) Management Discretion as to Use of Proceeds

The net proceeds from this offering will be used as described under “XVII Use of Funds.”

However, we may use the funds for other purposes not presently planned if we believe it to be in the best interests of the company and its shareholders due to changed circumstances or opportunities. Therefore, our success will largely depend on the discretion and judgment of management regarding how the net proceeds are used. By investing, you will be entrusting funds to the company’s management, upon whose judgment and discretion you must depend.

aa) Control by Management

As of January 2026, when the company intends to commence commercial operations, the company’s management owns 100% of its issued shares. After this offering is completed, the company’s management will own approximately 90% of the issued and outstanding shares, maintaining control of the company Investors in this offering will own a minority percentage of the company and will have minority voting rights. Therefore, they will not have the ability to control the company’s board of directors or any appointed officers.

bb) Return of Profits

We intend to retain any initial future earnings to fund operations and expand our business. The company’s managing shareholders will determine a profit distribution plan based upon the company’s results of operations, financial condition, capital requirements, and other circumstances. Each shareholder will receive revenue profits in proportion to their shares.

See “Description of Shares” section.

cc) No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In some cases, we will use trade secrets to protect intellectual property, proprietary technology and processes, which we have acquired, developed or may develop in the future. However, we cannot guarantee that secrecy obligations will be respected or that others will not independently develop similar or superior products or technology. Protecting intellectual property and/or proprietary technology through trade secrets has led to increasing claims and litigation by various companies both to protect proprietary rights and for competitive reasons, even where those claims are unproved. Suing or defending against such lawsuits is expensive and uncertain due to the evolving legal principles in this area. Like others, the company may also face claims from other parties regarding the use of intellectual property, technology information, and data deemed proprietary by others.

dd) Litigation

There are two primary areas of litigation risk:

(i) Competitive Litigation: We may face litigation from competitors, which could include challenges to our products, services, management, activities, and results. This could result in significant costs, expenses, and negative publicity, potentially jeopardizing the company's future.

(ii) Contractual Obligations: We intend to pursue legal action against individuals or entities who fail to fulfill their contractual obligations to the company.

ee) Dilution

If you buy these shares, you will be diluted in your ownership of USD 9.00 per share in net tangible book value, or approximately 90% of the assumed offering price of USD 2.50 per share (assuming we raise the maximum offering proceeds of USD 25,025,000 for 10,010,000 shares). If additional shares are issued and offered by the company in the future, existing shareholders will also be diluted

ff) Limited Transferability and Liquidity

To meet certain exemptions from registration under the Securities Act, and comply with applicable state securities laws, each investor must buy their shares for investment purposes only and not to distribute them. This means certain conditions of the Securities Act must be met before any sale, transfer, or other disposal of the shares. These conditions may include:

(i) a minimum holding period,

(ii) availability of certain reports (like financial statements),

(iii) limits on the percentage of shares sold, and how they are sold.

We may prevent any sale, transfer, or disposal unless we receive, at the holder's expense, an opinion of counsel satisfactory to management, stating that the proposed action will not breach applicable federal or state securities laws. There is no public market for the shares, and one is not expected to develop. Therefore, shareholders may have to hold onto their investment indefinitely and may not be able to sell them or use them as collateral for a loan in an emergency.

gg) Broker - Dealer Sales of Shares

Our shares are not currently traded on any exchange, and there is no guarantee they will be in the future.

NASDAQ recently changed its criteria for listing on the Small Cap Market. Entry standards include USD4 million in net tangible assets or USD750,000 net income in two of the last three years, among other requirements. Maintenance standards require at least USD2 million in net tangible assets or USD500,000 net income in two of the last three years, among other criteria. Until the shareholders decide otherwise, there is no assurance the shares will qualify for inclusion on NASDAQ or any other trading market. Therefore, the shares are subject to a Securities and Exchange Commission rule that imposes additional sales practice requirements on broker-dealers who sell them to non-established customers and accredited investors. This rule may affect the ability of broker-dealers to sell these shares and the ability of shareholders to sell their shares in the secondary market.

hh) Long Term Nature of Investment

Since the offer and sale of the shares will not be registered under the Securities Act or state securities laws, investors will need to represent in writing that they are buying the shares for their own account for long-term investment, not for resale or distribution. Therefore, investors must be prepared to bear the economic risk of their investment for an indefinite period.

ii) No Current Market for Shares

There is no current market for the shares offered in this offering and no market is expected to develop in the near future.

jj) Compliance with Laws

The shares are being offered for sale under exemptions from the registration requirements of the Securities Act, applicable California securities laws, and other state securities laws. If the sale of shares were to fail to qualify for these exemptions, investors may undo (by way of rescission) their purchases. If multiple investors were to do so, we could face significant financial demands, which could adversely affect the company and any remaining shareholders.

Other changes in regulations, whether new or modified, could impact our profitability. This includes changes in interpretation or application of existing rules and regulations.

kk) Offering Price

The price of the shares offered has been decided by us, taking into account factors like the state of the company’s business development and the general condition of the industry. The offering price does not reflect the assets, net worth, or any other objective criteria of value applicable to us.

ll) Dependence on this Private Offering

There is no minimum number of shares that needs to be sold herein and we cannot assure you that all shares will be sold. We rely on raising funds through this private offering to develop our business. If we fail to sell all shares, we may have to modify our plans and this could adversely affect our development. If additional funds are needed, we cannot guarantee they can be raised in a timely manner or on terms acceptable to us.

mm) Conflicts of Interest

The company has several agreements that may be considered conflicts of interest, granting rights to investors who are aware of them. These include agreements stating that commissions will be paid for specific results, such as going public on a stock exchange. This incentive could influence decisions. Additionally, a director of the company could be involved with another company that does business with us. By investing, an investor acknowledges these conflicts, agrees not to pursue legal action against the company or its representatives, and accepts their existence.

nn) Force Majeure

In case of force majeure events like war, riots, or supplier insolvency affecting the company's marketplace and financial results, there is no guarantee of achieving profitability or meeting financial projections.

oo) Lack of Firm Underwriter

Certain designated members of our management and/or board of directors, and/or certain FINRA registered broker-dealers are selling the shares herein. Broker-dealers will enter into participating broker-dealer agreements with the company. While we cannot assure you that any of the securities will be sold, we will use our best efforts to sell the shares (“best efforts basis”).

pp) Hostile Actions

While our board of directors may refuse new investments permitted under this private offering, there is no assurance against shareholders seeking to use their influence to create disputes or litigation involving the company.

qq) Future Projections

The existing projections are based on our anticipated financial performance. These projections are hypothetical and are based on different assumptions which our management believes are reasonable, such as a strong marketing plan and other factors affecting the business. They represent our management's best estimate of the likely results of operations, based on current circumstances, and have not been reviewed by independent accountants. However, some assumptions may not materialize due to unforeseen events and circumstances beyond our management's control. Therefore, actual results may vary significantly from the projections. Assumptions about future changes in sales and revenues are speculative. Moreover, projections cannot account for factors such as economic conditions, regulatory changes, new competitors entering the market, future capitalization terms, and other inherent risks. While management believes the projections accurately reflect potential future results, they are not guaranteed.

rr) General Economic Conditions

Our financial success may be affected by adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. These changes could lower demand for our products. However, management believes that the targeted product line and the anticipated growth of the market will help offset any significant decrease in demand. Nonetheless, management has no control over these changes.

ss) Liquidation

In the event of liquidation, the Company's activities would cease, and investors may not receive repayment of their investment. Although the Company's know-how and technology could potentially be sold to repay some of the prior investment if a buyer is available, we cannot guarantee that we will have sufficient funds to repay any portion of the funds raised through the Private Offering.

tt) Other risks

Explain any other material risks which a reasonably informed investor would want to know before taking a decision on whether to invest or not.

The above list of risk factors is not exhaustive. Prospective investors should read this entire memorandum and carefully consider all of the information set forth herein (including the exhibits) before making an investment decision. Additional risks and uncertainties not presently known to the Company or that we currently deem immaterial may also impair our business operations. An investment in the Company’s shares is suitable only for persons who can afford a high-risk, illiquid investment.

VI. Future Activities of the Business (Milestones

and Growth Strategy

a) General

The company’s principal offices are located at 30 Wall Street Suite 807, New York, NY, 10005, with additional branches at 10287 NW 135th Street, Hialeah Gardens, FL, 33018 and 1334 Westwood Boulevard Suite 6, Los Angeles, CA 90049.

b) Nature of the Business

State the operations of the business. Be precise about what exactly the company does, and how it operates.

Provide information on the good or service in general terms in a way that a reasonably informed investor would be able to understand. Provide information on the success to date, and proposed future steps.

c) History

Founded in December 2014 by Marc Deschenaux, Philippe Froehlicher, and Richard Ormond, Intellectual Property Securities Corporation (IPSE) emerged as a visionary enterprise aiming to transform intangible assets into tradable financial instruments. Building upon Deschenaux's earlier initiative, the World Intellectual Property Securities Exchange Corporation (WIPSEC) established in 1998, IPSE sought to actualize the concept of securitizing intellectual property (IP) rights, enabling creators to monetize their innovations through capital markets.

2014–2018: Establishing the Foundation

In its formative years, IPSE concentrated on developing a robust framework for IP securitization. The company introduced innovative financial instruments such as Intellectual Property Assignment Shares (IPAS), facilitating the conversion of IP assets including patents, trademarks, and copyrights into securities. This approach provided inventors and artists with new avenues to access funding, while offering investors opportunities to participate in the value of creative works.

2019–2022: Strategic Partnerships and Technological Advancements

Recognizing the need for strategic alliances, IPSE partnered with Swiss Financiers Inc. in 2018. This collaboration aimed to streamline the process of taking companies public, particularly those with significant IP assets. The partnership enhanced IPSE capabilities in facilitating Initial Public Offerings (IPOs) and broadened its reach within the financial sector.

2023–2025

: Market Integration and Global Recognition

In recent years, IPSE has focused on integrating its securitization operations with emerging financial technologies. The company has explored the tokenization of real-world assets, aligning with trends in blockchain and decentralized finance. This evolution has positioned IPSE at the forefront of financial innovation, garnering recognition for its contributions to the development of IP-based securities markets.

Marc Deschenaux: The Visionary Behind IPSE

Marc Deschenaux, co-founder and President of IPSE, is renowned for his expertise in corporate finance and securities law. With a career spanning over three decades, Deschenaux has been instrumental in orchestrating numerous IPOs and private offerings globally. His commitment to empowering creators through financial innovation has been the driving force behind IPSE mission to democratize access to capital for IP holders.

Conclusion

From its inception in 2014, IPSE has evolved into a pioneering entity that bridges the gap between intellectual property and financial markets. Through innovative securitization strategies and strategic partnerships, the company has redefined the landscape of IP monetization, providing creators with unprecedented opportunities to capitalize on their innovations. As IPSE continues to adapt to the dynamic financial ecosystem, it remains committed to its vision of transforming intangible assets into tangible value

d) The Future

IPSE has a clear roadmap for development and growth. The funds raised in this offering are intended to propel the Company through several key phases of execution:

2025 – Platform Development and Regulatory Readiness: Upon securing funding, IPSE will focus on completing the build-out of the Securitizor platform. This includes developing the secure online infrastructure for IP owners to submit assets and for investors to review and purchase IP securities. Parallel to tech development, we will solidify our regulatory compliance structure –establishing any required legal entities (such as special purpose vehicles for securitizations), obtaining any necessary licenses or regulatory approvals, and creating standard offering documents/contracts for IP deals. We will also begin curating a pipeline of intellectual property projects (e.g. identifying high-potential film projects, patent portfolios, music catalogs) that could be securitized once the platform launches. By Q4 2025, our goal is to have a beta version of the platform operational and a handful of inaugural IP deals under due diligence or contract.

Early 2026 – Commercial Launch of Services: In January 2026, IPSE plans to commence commercial operations, launching the platform to the public (initially focusing on accredited investors per securities law requirements). We expect to roll out our first Initial IP Rights Offerings (IIPROs) in early 2026. These initial transactions will likely serve as proof-of-concept cases across different IP categories – for example: a motion picture financing securitization (offering investors participation in a film’s royalties), a music rights offering (securitizing an artist’s catalog royalties), and a technology patent licensing income securitization. Successful execution of these first deals will be critical for demonstrating our model. During 2026, we aim to refine the platform’s user experience, implement feedback from early users, and establish IPSE’s brand in the market. We will also ramp up business development efforts, forging relationships with content creators, studios, inventors, research institutions, and IP-rich companies to generate deal flow. On the investor side, we will conduct outreach to family offices, institutional investors (such as IP-focused funds), and high-net-worth individuals to build the investor base for IP securities.

2026–2027 – Scaling Transaction Volume and Revenue Growth: As 2026 progresses into 2027, our focus will shift to scaling. This involves increasing the number and size of IP securitization deals on our platform. We plan to expand into additional verticals of intellectual property finance for instance, beyond entertainment and tech patents, into areas like trademarks/brands (franchise securitization) or pharmaceutical IP (drug royalty securitization). We will continue enhancing the platform’s features, possibly including a secondary trading bulletin board if allowable (to provide liquidity for investors, subject to regulatory constraints). The Company will invest in marketing and education to attract a wider range of IP creators globally, including in Europe and Asia (leveraging our advisors with international reach). We anticipate by late 2026 or 2027 to have a steady pipeline of offerings, generating transaction fee revenues for IPSE and building a track record of successful IP financings. We will also explore strategic partnerships –for example, with law firms (for IP due diligence), banks or exchanges (for custody/clearing services), and industry associations. By mid-2027, the goal is for IPSE to be recognized as a leading platform for IP monetization, with a growing community of issuers and investors.

2027 and Beyond – Potential Liquidity Event (IPO) and Long-Term Vision: If the Company demonstrates strong performance and the market conditions are favorable, management’s longterm plan includes a potential Initial Public Offering (IPO) for IPSE itself (separate from the IP deals we facilitate). An IPO could occur as early as late 2027 or 2028, which would provide liquidity for our investors and additional capital for expansion. It must be emphasized that the timing and likelihood of an IPO are uncertain and heavily dependent on achieving interim milestones (revenue growth, profitability or clear path to profitability, regulatory compliance maturity, etc.). Long term, IPSE’s vision is to establish a new asset class around intellectual property rights. We aim to eventually host a wide array of IP-backed securities and potentially develop a regulated exchange or trading platform specifically for IP securities, improving liquidity and price discovery in this niche. We also foresee expanding our services to include asset management (for investors who want exposure to a portfolio of IP assets) and consulting for companies seeking to unlock value from their IP holdings. As the market evolves, IPSE will adapt, potentially incorporating technologies like blockchain for transparent tracking of royalties or smart contracts for automatic distribution of revenue to security holders. The overarching goal is to solidify IPSE’s position as an innovator in structured finance, bridging the worlds of intellectual property and capital markets.

The timeline and activities above are subject to change based on business conditions and the amount of capital raised. Achieving our milestones will depend on successful execution and external factors (market acceptance, regulatory approvals, etc.). Management will continuously evaluate the Company’s strategy and adjust tactics as necessary to drive growth and value for shareholders.

e) Unique Aspects of Business

IPSE is the First-to-Market Platform Transforming Intellectual Property into Regulated, Publicly Traded Financial Securities. It is the world’s first platform to securitize intellectual property (IP) and list it as equity on public capital markets. Through its patented, automated infrastructure, the Company transforms IP assets such as patents, copyrights, and trademarks into fractionalized, regulated securities eligible for listing on major exchanges like NASDAQ and CBOE. These instruments offer creators non-dilutive capital and investors access to an entirely new asset class.

Founded by a capital markets innovator and IPO expert, Project Intellect operates a full-stack securitization engine that integrates compliance, legal structuring, and exchange compatibility. With a defensible patent portfolio, active engagement across entertainment and healthcare verticals ($500M+ pipeline), and imminent NASDAQ integration, the Company is positioned to lead the creation of a $7.8 trillion global IP securities market by 2030.

f) Platform, Products and Services

IPSE Platform enables the transformation of IP into IP Investment Shares (IPIS) and IP Royalty Shares (IPRS), allowing creators to raise capital without giving up full ownership. The Company’s platform automates legal structuring, onboarding, rights verification, and exchange compliance.

With integrations across 675 APIs and regulatory systems, Project Intellect’s infrastructure is adaptable across jurisdictions and IP types. Core IP classes include music, film, patents (particularly in biotech and software), academic innovations, and digital content libraries. The platform also supports tokenization, escrow management, and KPI-driven fund release tracking for structured transactions.

Competitive Advantage

With no direct competitors, IPSE is the first and only platform enabling direct, regulated IP securitization on public markets, with a defensible moat built on:

• Multiple utility patents covering securitization structures and compliance automation.

• Exclusive integration with NASDAQ for IP securities listing.

• Proprietary legal process patents and alignment w/ global IP certification body.

• A pipeline of $500M–$1.1B in securitization-ready IP assets.

Traction & Milestones

• $12M+ invested in tech, platform, and patent development.

• $24M invested pre-incorporation via WIPSEC (established 1998) in IP securitization and legal infrastructure.

• Assessment and rights clearing platform in Alpha, currently onboarding IP assets for public offerings.

• Multiple patents granted and pending, covering core securitization methodologies and digital compliance systems.

• IP pipeline includes assets in music, film, biotech, and university research.

g) Industry and Markets

IPSE market position serves both IP asset originators (e.g., filmmakers, musicians, inventors, academic institutions) and IP asset investors (institutional investors, high-net-worth individuals, and fintech-native retail participants). It offers a first-mover advantage in a fragmented and underleveraged market where more than 85 million U.S. creators are unable to monetize valuable IP. With strategic partnerships and embedded compliance, the Company bridges the gap between cultural and scientific innovation and liquid financial markets.

The global shift toward intangible asset dominance has left a vacuum in capital markets for structured, liquid access to intellectual property. Over 90% of S&P 500 company value is now attributable to intangible assets, yet monetization remains elusive for the majority of IP holders.

Project Intellect addresses a $74.9 billion IP licensing market and is positioned to tap into $23.3 trillion in alternative assets under management by 2027. The Company uniquely enables monetization of underutilized IP, opening new capital channels for creators, researchers, corporations, and institutions that have historically lacked liquidity options. Demand is accelerating from both supply-side creators and institutional investors seeking non-correlated, yield-generating assets.

h) Value Proposition

With a concrete Value Proposition, IPSE delivers more than just a capital formation tool. It legally and technologically engineers a new investable asset class. Unlike debt-based IP financing models, the Company creates public equity instruments rooted in real ownership, automated compliance, and performance-based payout mechanisms.

This offers investors access to structured royalty income or equity-style upside in sectors like film, music, life sciences, and software. Creators retain control, while investors receive

regulated, tradeable access to high-value IP portfolios. The platform’s scalability, patent protection, and NASDAQ integration establish it as the foundational infrastructure for a new generation of IP capital markets.

i) The Solution and Offering

IPSE Solutions offering What Are IP Securities?

IP Securities are a new class of financial instruments that transform intellectual property, such as patents, copyrights, trademarks, into fractionalized, tradable securities. Unlike traditional IPbacked loans or collateralized debt models, IP Securities represent direct ownership interests or revenue-sharing rights tied to the underlying IP. These securities can be structured to reflect equity participation (e.g., future value upside) or royalty income (e.g., recurring cash flows), and they are eligible for listing on public markets. This innovation allows IP holders to raise capital without giving up full ownership or control; while offering investors access to regulated, yieldgenerating assets rooted in creativity and innovation.

Types of IP Assets IPSE Securitize

IPSE is sector-agnostic and capable of securitizing a broad range of intellectual property across industries:

Music and Audio Rights

Streaming catalogs, publishing rights, and performance royalties. Rights holders gain upfront capital while retaining future revenue participation.

Film and Television

Scripts, production-stage projects, distribution rights, and merchandising IP. Creators finance development without losing ownership or creative control.

Patents and Inventions

Particularly in healthcare, biotech, energy, and software sectors. Inventors access early-stage funding without equity dilution.

Literary and Digital Content

Books, games, YouTube content, and podcasts with monetized IP. Creators unlock capital from IP libraries and scale content production.

University and Corporate IP

Research-based patents and proprietary technologies from R&D institutions and corporations. Institutions monetize underutilized IP and fund further innovation.

The process description and the issued Intellectual Property Assignment Securities

j) Products and Services

IPSE offers a comprehensive suite of services designed to unlock the financial potential of intellectual property by transforming it into tradable securities.

1 - IP Securitization

At the core of IPSE’s model is the direct securitization of intellectual property. IPSE enables inventors, creators, and rights holders to fractionalize their IP into equity-like securities. These instruments represent real ownership or participation in future revenues, allowing for transparent, regulated fundraising without relinquishing full control of the asset.

2 - Financing of IP on Public Capital Markets

Through its proprietary platform and strategic integration with NASDAQ and other major exchanges, IPSE facilitates the listing and trading of IP-backed securities. Creators are therefore enabled to raise capital from public investors in a way traditionally reserved for companies issuing stock or debt, democratizing access to funding for IP-rich but liquidity-constrained entities.

3 - IP Securities Brokerage & Trading

IPSE provides a secure marketplace for the buying and selling of intellectual property securities. Benefiting from compliance and liquidity, investors can trade ownership shares or royalty rights in IP-backed assets. The Company also supports brokerage services for high-value IP transactions and investor matchmaking across sectors.

4 Licensing In addition to capital markets access

IPSE supports monetization through licensing. The Company enables partial or full licensing of rights (e.g., distribution, performance, manufacturing) to third parties by structuring IP into tradable securities. Licensing revenues are tracked and distributed through IPSE’s platform, offering consistent income streams to both IP originators and investors.

k) The Technology – The Securitizor® Platform

At the core of IPSE’s infrastructure is Securitizor, a proprietary, patent-backed, fully automated digital platform accessible at www.securitizor.com. Purpose-built to support the compliant, scalable securitization of intellectual property, it manages the entire lifecycle of IP Securities, from asset onboarding and rights validation to legal structuring, investor compliance, and secondary trading.

Unlike fragmented legacy systems, Securitizor automates high-risk, high-cost processes including smart contract generation, royalty modelling, KPI-based escrow release tracking, and revenue distribution. The platform integrates with over 675 apps and APIs, including SEC filing systems, exchange infrastructures like NASDAQ, and legal verification tools. This makes Securitizor adaptable across asset types and jurisdictions.

For rights holders and investors, it provides a secure, regulated, and auditable pathway to public capital markets. Securitizor also functions as an insurance wrapper, validating every participant contract (e.g., actor agreements, music licenses, movie scripts) within an IP package and certifying rights coverage. This feature substantially reduces legal uncertainty for investors and lowers due diligence costs for issuers, particularly in complex verticals like media and biotech.

The platform’s robust architecture and features are highlighted below.

The platform is built on robust data security and compliance infrastructure, ensuring secure transactions and regulatory adherence at every stage of the securitization process.

The platform is also protected by a portfolio of patents and proprietary systems, collectively forming an end-to-end infrastructure for listing and trading IP-based securities.

l) The Securitization Process

The workflow is designed to be transparent, standardized, and scalable across industries:

Submission & Onboarding: IP holders (e.g., creators, inventors, or rights owners) submit their IP to the IPSE platform along with supporting documentation. Assets can include copyrights, patents, trademarks, and licenses with monetization potential.

Legal Validation & Due Diligence: The IP is reviewed for ownership clarity, enforceability, prior monetization, and licensing structure. Third-party experts and legal professionals may be engaged to validate the asset's legal standing and market readiness.

Structuring: IPSE structures the asset into one of two security types: Intellectual Property Investment Shares (IPIS), offering equity-style participation in the future value of the IP; or Intellectual Property Royalty Shares (IPRS), offering revenue participation through ongoing royalty streams.

Regulatory Preparation: IPSE prepares necessary disclosures and legal filings to comply with SEC and listing exchange requirements. A full prospectus and investor documentation are created.

Listing & Capital Raise: Once approved, the IP Securities are listed on partner exchanges such as NASDAQ or CBOE, where investors can purchase fractional ownership.

Secondary Trading & Revenue Distribution: Post-listing, IPSE facilitates secondary trading of IP securities and manages the distribution of royalties or profit shares to investors

m) The Rollout Plan: Vertical and Regional Strategy

IPSE’s market rollout strategy is designed to maximize adoption and visibility by focusing first on sectors and regions with the highest commercial readiness, investor appetite, and IP monetization potential.

o Vertical Priorities: The initial rollout will target three high-opportunity verticals: healthcare, music, and film. These sectors are rich in monetizable IP yet underserved by traditional capital markets. Future expansion will include publishing, software, and technology, where innovation cycles and IP intensity are high, but capital access remains limited.

o Regional Focus: The US will be IPSE’s initial geographic focus, given its status as the largest and most liquid securities market. US-based IP offers the clearest regulatory path for public listing and investor access. Despite a fragmented IP litigation landscape, the US remains a global leader in entertainment, life sciences, and media innovation.

In Europe, particularly Germany and other advanced R&D markets, IPSE will focus on commercialization gaps. Many European entities possess strong IP portfolios, but lack efficient exit mechanisms or capital markets infrastructure for monetization.

n) Disputes/Litigation

IPSE is a new company, recently incorporated. The management of IPSE is not involved in any litigation or pending litigation nor is it aware of aware of any suit or litigation that is threatened against XYZ. There is no dispute with anyone, nor have we received any judgments that attack the business or individual persons related thereto.

o) Rules and Regulations

IPSE, as a US-based fintech company, is subject to a comprehensive set of federal and state regulations governing employment rights, fiscal obligations, and general corporate operations.

In addition to adhering to rules related to the right to work and standard business practices, IPSE must comply with specific financial regulations that shape its core activities. These include anti-money laundering (AML) and know-your-customer (KYC) requirements under the Bank Secrecy Act (BSA), enforced by agencies such as the Financial Crimes Enforcement Network (FinCEN) and the Department of the Treasury’s Office of Foreign Assets Control (OFAC).

Depending on its services, IPSE may also be regulated by the Securities and Exchange Commission (SEC), the Federal Deposit Insurance Corporation (FDIC), and the Consumer Financial Protection Bureau (CFPB), among others. Additionally, fintech companies offering money transmission services must register with FinCEN and may need state-level licenses.

The regulatory landscape is further complicated by evolving rules for digital assets, heightened scrutiny of liquidity and capital requirements, and increased state-level enforcement, especially in areas such as consumer protection and financial crime prevention. Compliance with these overlapping regulations is essential for IPSE lawful and sustainable operation in the US fintech sector.

p) Conflicts of Interest

Marc Deschenaux and Dourgam Kummer present a potential conflict of interest due to their simultaneous roles at both IPSE and Market Street Capital. As key individuals involved in IPSE, while also being affiliated with Market Street Capital a firm potentially providing advisory, underwriting, or capital-raising services for the same offering there exists a duality of interest that may influence their objectivity. Their overlapping responsibilities could create incentives to

prioritize the commercial success or fees of Market Street Capital over the best interests of IPSE or its investors. Full disclosure of these roles and any associated financial arrangements is essential to ensure transparency and allow investors to make informed decisions regarding the independence and integrity of the offering process.

As of this day there are no conflicts of interest. None of the members of management of IPSE have any direct relationship with the suppliers.

The investors in the Company will be told of any conflicts of interests, and the possible existence of a conflict of interest, and the investors must renounce any legal rights against the Company concerning any conflicts of interest.

q) Customer Backlog

IPSE has a confirmed customer backlog in the movie industry valued at approximately USD 1 billion, along with additional value from technology patents exceeding that amount.

r) Insurance

The insurances necessary for the business are:

• Technology Errors & Omissions (E&O) / Professional Liability Insurance: Protects against claims arising from errors, omissions, or failures in the technology or financial services provided by the fintech, including software failures, algorithm errors, and service interruptions.

• Cyber Liability Insurance: Covers losses from data breaches, cyberattacks, ransomware, and other digital threats, including costs related to data recovery, legal fees, notification expenses, and public relations.

• Directors and Officers (D&O) Insurance: Protects company directors and officers from personal liability resulting from decisions made in their corporate roles, including regulatory investigations and shareholder actions.

• General Liability Insurance: Provides coverage for bodily injury, property damage, and personal injury claims occurring on company premises or as a result of company operations.

• Regulatory Investigation Costs Coverage: Covers legal and other expenses incurred during regulatory investigations

• Property Insurance: Protects physical assets such as office equipment and technology infrastructure.

• Sub-contractor Liability Coverage: Extends E&O protection to errors or omissions by third-party vendors or contractors

Additional insurances recommended for IPSE operation

• Crime Insurance: Covers losses due to employee dishonesty, fraud, theft, and thirdparty criminal acts impacting the company.

• Employment Practices Liability Insurance (EPL): Protects against claims related to employment practices such as wrongful termination, discrimination, and harassment

• Excess Insurance: Provides additional coverage limits above primary policy limits, often structured in layers for higher risk fintech’s

Regulatory Considerations:

Regulatory bodies such as the SEC, FDIC, CFPB, and FinCEN may impose additional insurance or bonding requirements depending on the nature of the fintech’s services. Some fintech activities (such as money transmission, lending, or insurance services) may require specific state licenses and compliance with state insurance regulators

The Company will contract for the insurance before the beginning of it activities and obtain the insurance coverage when this Private Offering has raised money.

Technology Errors & Omissions (E&O) / Professional Liability Insurance

Directors and Officers (D&O) Insurance

General Liability Insurance

Regulatory Investigation Costs Coverage

Property Insurance

Sub-contractor Liability Coverage: Extends E&O

• The Hartford

• Coalition

• TechInsurance

• Vouch

• Resilience

• Crum & Foster

• AIG

• Great American Insurance Group

• MSIG USA

• Coalition

• CFC Underwriting

• Towergate Insurance Brokers

• Vouch

• Founder Shield

• Aligned Insurance

• CFC Underwriting

• Aligned Insurance

• Willis Towers Watson

• CFC Underwriting

• GB&A

• Aon

• MSIG USA

• CFC Underwriting

• Lemonade

• Steadily

• Openly

• Homesite

• Willis Towers Watson

• CFC Underwriting

• GB&A

$ 5mio

$ 1mio per occurrence, u to $ 2mio aggregate.

$1mio

$250K per location

$1mio per claim with an aggregate

Up to $ 20mio

s) Taxes

IPSE will be subject to the following taxes applicable to US-Based Fintech Companies

Federal Income Tax: the Federal Income Tax is taxable on Income.

State and Local Taxes: subject to IPSE location in the US and consolidation of the revenues/financials

Employment Taxes: related to withhold and pay Social Security, Medicare, and federal/state unemployment taxes for employees.

Sales and Use Tax: IPSE might be subject to sales and use taxes by selling digital products or services at the state or local level, depending on their activities and customer locations.

VII. Company

Name of company: Intellectual Property Securities Corporation ("IPSE" or the “Company”)

Commercial operations: January 2026

Purpose: IPSE specializes in the securitization of intellectual property assets, providing innovative financial solutions for intellectual property owners and investors.

Legal structure: C-Corporation

Place of incorporation: State of Delaware

Date of incorporation: 18th of May 2018

Incorporation number 202668428

E.I.N. (IRS) Number 6880180

Address of main office: Headquarters: 30 Wall Street Suite 807, New York, NY, 10005

Branch Offices:

- 10287 NW 135th Street, Hialeah Gardens, FL, 33018

- 1334 Westwood Boulevard Suite 6, Los Angeles, CA 90049

Accounting firm CBIZ LLP (ex. Marcum LLP), NY branch.

Lawyer Reed Smith LLP, NY Branch

a) Overview:

Intellectual Property Securities Corporation (IPSE) is a Delaware-incorporated fintech and financial services company created to pioneer the securitization of intellectual property. The Company was founded in 2018 by Marc Deschenaux and a team of finance and technology professionals who identified a significant funding gap in the market for intellectual property (IP) assets.

IPSE’s core business is to finance all forms of intellectual property by transforming IP rights into valuable, negotiable securities. Through its proprietary methods, IPSE enables creators and owners of IP – such as inventors, authors, musicians, filmmakers, and corporations with IP portfolios – to monetize those assets without selling them outright, instead raising capital from investors who purchase securities backed by the IP’s future income (royalties, licensing fees, etc.). At the same time, investors gain a unique opportunity to invest in the cash flows of specific IP assets or projects, an exposure that was difficult to obtain previously.

b) Business Model and Operations:

IPSE’s business model revolves around structuring and administering Intellectual Property Securities (IPS) offerings. In practice, for each IP asset or project, IPSE will create a special purpose vehicle (SPV) or trust that holds the IP rights (or an interest in them) and issues securities to investors entitling them to defined cash flows (for example, a percentage of royalties from a patent, or box office revenue from a film). IPSE earns revenue primarily through fees charged for

arranging these offerings and potentially through equity stakes or profit participation in certain projects. The Company’s flagship platform, Securitizor, is a secure online system that handles the end-to-end process: IP owners submit their asset details; IPSE conducts due diligence and valuation; a legal structure is put in place; offering documents are prepared; accredited investors on the platform can review the opportunity and subscribe to purchase IP securities; and postclosing, the platform helps track revenues and distribute payments to investors. This platformcentric approach allows for efficiency and scalability, handling potentially many offerings in parallel.

A distinguishing feature of IPSE’s operations is its focus on structured compliance. Given the complexity of melding IP rights with securities issuance, IPSE has developed a structured framework (with associated patented processes and software tools) to ensure each offering adheres to relevant laws and regulations. This includes verifying investor accreditation, ensuring offerings qualify for exemptions like Reg D, handling cross-border legal issues for international IP, and implementing anti-money laundering (AML) and Know Your Customer (KYC) checks. By embedding compliance into our process, IPSE aims to reduce regulatory risk and build trust with investors and IP partners.

c) Products and Services:

IPSE offers a range of financial products centred on IP, which can be broadly categorized into three primary types (as facilitated by the Securitizor platform):

d) Intellectual Property Ownership Shares (IPOS):

These represent a co-ownership stake in an IP asset. Investors in IPOS effectively become coowners (with the original creator) of the intellectual property and are entitled to a proportional share of all income generated by that IP (such as royalties or licensing fees). This structure is analogous to how a Real Estate Investment Trust (REIT) works for property – income is passed through to the investors. IPOS allow IP owners to raise capital without relinquishing full control, while giving investors a direct exposure to the IP’s performance.

e) Intellectual Property Licensing Shares (IPLS):

These securities entitle investors to a share of licensing revenue generated by the IP, without transferring ownership of the underlying IP. For example, a patent holder might issue IPLS to investors, who then receive a fixed percentage of all licensing fees that patent earns over a period. This is somewhat similar to purchasing a royalty stream. Initially, IPSE plans to apply the IPLS model to assets like film distribution rights, music catalogues (streaming and licensing income), technology patents, and possibly franchises and trademarks. Investors benefit from potential steady income streams, and IP owners get upfront capital while leveraging future license income.

f) Intellectual Property Assignment Shares (IPAS):

In this model, certain rights of the IP are assigned to an SPV which issues shares, effectively transferring a bundle of rights (or an income entitlement) to investors. For instance, an author could assign a portion of their book’s international publishing rights into a vehicle that issues IPAS to investors. IPAS allow investors to benefit from the IP’s value appreciation and income, almost as if they owned that portion of rights. This is a flexible structure bridging investors directly with the IP’s economic outcomes.

(The above product types illustrate how IPSE can tailor securitization structures to different needs. Each offering will be one of these structures or a hybrid, depending on what’s appropriate for the asset and investor appetite. All are facilitated through the same platform infrastructure.)

In addition to structuring these offerings, IPSE will provide ongoing management services for the life of each security. This includes collecting royalty or revenue payments from licensees or distributors, ensuring accurate accounting, and distributing payments to investors holding the IP securities. IPSE may also actively manage certain IP assets to enhance value – for example, in a movie securitization, IPSE might take on an oversight role or advisory role to help maximize the film’s distribution reach, since that benefits investors and the IP owner alike. Over time, the Company might introduce pooled funds or indexes of IP securities for investors who prefer diversification (e.g. a fund that holds a basket of music securities). Ancillary services could include valuation services (providing independent IP valuations), IP brokerage (helping connect buyers and sellers of IP outside of securitization), and consulting on IP strategy.

g) Patents and Proprietary Methods:

A key strength of IPSE is its commitment to innovation, underscored by a patented method and toolset for IP securitization. The Company has filed intellectual property of its own around certain processes within the IIPRO model and the Securitizor platform’s functionality. These proprietary methods cover, for example, the standardized way of packaging an IP right into a security, algorithms for IP valuation and risk assessment, and the compliance workflow that ties IP data with investor qualification in one system. Management believes these innovations form a competitive moat for IPSE, making it difficult for competitors to replicate our end-to-end solution. The patent-pending (or granted) status of these methods also adds intangible asset value to the Company itself. In addition, IPSE has accumulated significant know-how and template legal structures from prior experiences of the team (some members of management have been involved in structuring other innovative financing deals in the past). These will expedite the setup of new deals and give IPSE a library of best practices that newcomers to the field would lack.

h) Market Opportunity:

The market IPSE is targeting is the vast universe of monetizable intellectual property. Globally, intellectual property is estimated in the trillions of dollars when considering patents, copyrights, trademarks, and trade secrets held by companies and individuals. However, much of this value is illiquid – IP owners often cannot readily convert their IP into cash without either borrowing against it (if a lender is even willing) or selling it outright (which means losing future upside). Securitization offers a third path, allowing owners to raise capital now while retaining part of the upside. We believe we are at the forefront of a financial trend where IP is increasingly recognized as an asset class. Early analogous developments can be seen in the music industry (where famous artists have securitized music royalties) and the pharmaceutical industry (drug royalty securitization by funds). These have typically been one-off, bespoke transactions accessible only to large institutions. IPSE’s goal is to standardize and democratize this process, opening it up to a broader range of IP owners (such as an independent film producer or a mid-sized tech company with patents) and a broader range of accredited investors (not just large institutions, but also family offices and individuals who meet accreditation criteria). By providing a platform and marketplace, IPSE can aggregate many small opportunities into a scale that attracts investors, and likewise aggregate many investors to support significant IP projects. We view our competitive market as including elements of crowdfunding, private equity, and structured finance, but with a unique focus on IP.

Initially, IPSE will concentrate on high-value segments of IP to build credibility and showcase success. These include entertainment (films, television series, music rights) – industries with existing revenue streams and investor interest – and technology patents (where there may be interested investors in specific sectors, such as telecom or biotech patents). The entertainment sector, for example, routinely seeks outside financing for production (the global film industry exceeds USD40 billion annually in box office alone, and billions more in streaming and ancillary revenue; tapping a fraction of that via securitization is a huge opportunity). Similarly, corporations globally spend over USD300 billion a year on R&D, generating patents that often sit dormant or underutilized – IPSE can unlock some of that value. Over time, as IPSE grows, virtually any IP generating a predictable income could be a candidate for securitization on our platform (e.g. software licenses, trademark licensing fees from a brand franchise, etc.). The potential scale of this market means IPSE’s growth is not fundamentally limited by market size, but rather by execution and adoption.

i) Company Structure and Offices:

IPSE is an independent company and is not part of a larger corporate group. There is no parent company. (However, IPSE does maintain strategic partnerships with firms like Swiss Financiers, which was co-founded by our President, to leverage additional expertise and networks; those partnerships do not entail ownership but provide collaborative support.) The Company’s headquarters at 30 Wall Street in New York places it at the heart of the financial industry and close to major capital markets participants. Our New York office houses executive management, finance, and business development teams, and serves as the primary contact point for investors. We have established a branch in Florida (Miami area) which will focus on technology development and operations – Florida offers a growing tech talent pool and a favourable business climate. This Hialeah Gardens location is where our software development, platform maintenance, and certain administrative functions will occur. Additionally, our Los Angeles, California branch positions us near Hollywood and the entertainment industry hub; from this office, we will engage with film studios, music labels, and creative talent for sourcing entertainment IP deals, and manage industry relations on the West Coast. We expect to incorporate subsidiaries or SPVs as needed for individual securitization transactions (for example, forming a Delaware LLC that issues a specific IP security), but those entities will be transaction-specific and wholly owned or controlled by IPSE as part of our structuring process.

j) History:

Since incorporation in 2018, the Company’s activities have primarily involved research and development, assembling the team, and preparatory work. In the months following its founding, IPSE focused on developing the Securitizor platform architecture and beginning the patent application process for its methods. We also onboarded an initial set of advisors and team members (many of whom are now in management roles) to build expertise in key areas: legal structuring, IP valuation, and investor network development. By mid-2025, IPSE had created demo versions of its platform and engaged in discussions with potential pilot clients (such as independent film producers and technology incubators). The Company is now raising capital to transition from this development phase into full operations.

While still young, IPSE has received encouraging validation in the form of early commitments and partnerships. (For instance, the Company reached a preliminary agreement with a film production company to securitize a slate of films once our platform is live, and an understanding with a music rights fund to potentially co-develop offerings – these are not yet contractual obligations, but

indicate market interest.) Additionally, IPSE’s concept has garnered media attention in trade publications for its novel approach to IP finance, helping build awareness ahead of launch.

Going forward, IPSE’s success will hinge on executing its first few securitizations effectively, managing risk prudently, and maintaining trust among participants. We have deliberately built a diverse management team blending financial, legal, and tech expertise (see next section) to address the multidisciplinary nature of the business. The Company’s culture emphasizes compliance, innovation, and collaboration with IP owners – we aim to be seen not just as financiers, but as partners who understand creative and innovation-driven enterprises.

In summary, IPSE is a first-of-its-kind enterprise aiming to bridge the gap between intellectual creativity and capital markets. By structuring IP assets into compliant, investable securities, the Company seeks to unlock value for creators and provide investors with access to new streams of return. While the challenges are non-trivial (as detailed in Risk Factors), the opportunities are commensurately large. The funds from this offering will enable IPSE to move from concept to reality, building the infrastructure and executing the strategy described above.

k) Group companies

The Company does not have any subsidiaries, parent, or affiliate group companies at this time. IPSE is structured as a stand-alone entity. All operations described are undertaken by IPSE directly. Special purpose entities formed in connection with specific IP securitization transactions (for example, an LLC holding a particular film’s rights) will be affiliates controlled by IPSE for transactional purposes, but they are not operating subsidiaries with separate businesses – they exist solely to facilitate particular offerings and are dissolved or passively managed once their associated securities mature. Aside from these deal-specific SPVs, IPSE has no other group entities.

(Note: IPSE leverages strategic alliances with external organizations for support in areas like deal sourcing and international outreach. For example, IPSE’s management has ties to IIPRO.org (Initial IP Rights Offering) – an initiative and knowledge base founded by Marc Deschenaux to educate about IP financing – and Securitizor.com, which is essentially IPSE’s service platform. However, these are not separate revenue-generating subsidiaries; they are part of IPSE’s extended strategy to create an ecosystem around IP securitization.)

VIII. Top Management

a) Composition of Management Team

IPSE’s management team consists of seasoned professionals across finance, technology, and industry domains. The team brings together the diverse skill sets required to execute our business plan – including structured finance, intellectual property law, software development, and global business development. The key members of management and their backgrounds are:

Marc Deschenaux – President and Co-Founder: Marc is a world-renowned expert in corporate finance and capital markets. He has orchestrated numerous private offerings and Initial Public Offerings (IPOs) globally, raising equity and debt capital for companies in the US, Europe, and Asia. He is the originator of the Initial Intellectual Property Rights Offering (IIPRO) concept, reflecting his vision to merge intellectual property with innovative financing. As President of IPSE, Marc provides strategic leadership, leveraging his vast network of investors and his experience in complex financial structuring. (Age 57; Education: M.B.A., University of Geneva.)

Jeremy Oades – Chief Executive Officer (CEO): Jeremy has over 35 years of experience in international finance and banking. Prior to joining IPSE, he served in senior executive roles including Chief Solutions Officer at a global fintech firm and Managing Director at maj or financial institutions. His expertise spans institutional marketing, capital raising, and developing financial products. Jeremy has worked across Europe, Asia-Pacific, and North America, giving him a broad perspective and contacts worldwide. As CEO, he oversees IPSE’s day-to-day operations, drives business development efforts, and manages investor and partner relationships. (Age 60; Education: B.A. in Economics, London School of Economics.)

Neddy Otmani – Chief Operations Officer (COO): Neddy is a strategic thinker with a strong background in technology and project execution. Formerly an advisor in strategic planning & technology for several firms, he has a track record of fostering innovation while build ing highperforming teams. He has led projects in software development and IT transformation, which positions him well to manage the build-out of the Securitizor platform and the Company’s internal systems. As COO, Neddy is responsible for the implementation of IPSE’s business model on the operational level – coordinating between the tech development team, legal/compliance processes, and deal execution tasks to ensure everything runs smoothly and on schedule. (Age 45; Education: M.S. in Computer Science, École Centrale.)

Dourgam Kummer – Chief Financial Officer (CFO): Dourgam brings high-level administrative and executive management experience to IPSE. He has served on executive teams and Boards of Directors for companies ranging from startups to publicly listed corporations (including firms on the Swiss Stock Exchange and NASDAQ). His expertise lies in organizational management, corporate governance, and structured trade finance. As CAO, Dourgam oversees the Company’s administrative functions, including human resources, corporate governance policies, and day-today management of corporate affairs. He ensures that as IPSE scales, it maintains a solid administrative backbone and compliance with all corporate formalities. His international experience and structured finance background also contribute to shaping IPSE’s deal frameworks and partnerships. (Age 55; Education: M.A. in Management, University of Zurich.)

Christian Frampton – Chief Marketing Officer (CMO) and General Secretary: Christian is an experienced managing partner and marketing strategist with a demonstrated history in investment management and venture capital. He has worked in asset management and M&A, which gives him insight into what investors look for and how to communicate complex financial products effectively. As CMO, Christian leads IPSE’s marketing and outreach, crafting the narrative of IPSE’s offerings to attract both IP owners and investors. He is responsible for brand development, marketing campaigns, and industry engagement. Christian also fulfills the role of General Secretary, ensuring effective communication across the executive team and handling corporate secretarial duties. His combination of marketing savvy and financial knowledge is instrumental in educating the market about IPSE’s new paradigm. (Age 50; Education: B.Com, University of Toronto.)

Dr. Mohamed Es Fih – Chief Technology Officer (CTO): Dr. Es Fih is a technologist and “AI Automation” expert with a robust background in e-commerce and software innovation. Holding a Ph.D. in Mobile Commerce from UTM (Malaysia), he has founded and led technology startups, focusing on automation and cross-border digital platforms. Mohamed has overseen the development of complex software products and has a strong grasp of blockchain, AI, and fintech integrations. As CTO, he spearheads the development of the Securitizor platform and all technology initiatives at IPSE. This includes the architecture of the online marketplace, security protocols, and implementing any advanced features (such as smart contracts for royalty tracking in the future). His academic and practical expertise ensure that IPSE’s platform is built on modern, scalable, and secure tech foundations. (Age 40; Education: Ph.D. in Computer Science, University of Technology Malaysia.)

Rudolf Buerki – Chief Networking Officer (CNO): Rudolf is a seasoned executive whose role at IPSE focuses on building and managing strategic relationships – essentially serving as the Company’s chief liaison to external stakeholders. He brings to IPSE an extensive network of contacts in various industries, including finance, entertainment, and technology sectors. Rudolf’s background includes international business development and negotiation; he has brokered partnership deals and alliances on multiple continents. As CNO, Rudolf is tasked with forging partnerships and alliances that can expand IPSE’s reach. This includes relationships with law firms (for a pipeline of IP clients), tech incubators and universities (to source patent opportunities), industry trade groups, and potential institutional investors or distribution partners. He also oversees investor relations, ensuring ongoing communication with our shareholder base. His diplomatic skills and network-building acumen help position IPSE within the broader business ecosystem necessary for success. (Age 58; Education: MBA, IMD Business School.)

Danielle Crook – Chief Revenue Officer (CRO) – Industry Relations: Danielle is an effective business leader with over 30 years of general management and marketing experience. She has held senior marketing roles at globally recognized companies like Netflix and Starbucks, where she honed expertise in brand development, digital marketing, and B2B partnerships. Danielle’s background spans direct-to-consumer (DTC) and enterprise marketing, giving her a unique perspective on how to drive adoption of new products. At IPSE, as CRO she oversees the company entire revenues for Industry Relations, she focuses on connecting the Company with key players in target industries (entertainment studios, music labels, tech firms, etc.). Her role involves both high-level marketing strategy and forging industry partnerships – for example, outreach to a major film studio to educate them on IPSE’s financing alternative, or collaborating with a music publisher for a pilot securitization of a catalog. Danielle also oversees

communications and public relations, ensuring IPSE’s story is well understood in the media and among potential clients. Her experience in building brands and growth strategies is invaluable as we introduce a novel concept to the market. (Age 52; Education: B.A. in Communications, University of Washington.)

This core management team is supported by a broader group of advisors and soon-to-be-hired department heads (for example, a Head of Legal or Chief Legal Officer to oversee the legal structuring full-time – currently those duties are shared by Marc Deschenaux and outside counsel). Each member of management has a defined domain, but given the startup nature of our company, they often work collaboratively and wear multiple hats. The synergy of their expertise – finance, legal, tech, marketing – is what management believes gives IPSE a strong foundation to execute a complex business plan.

All of the above officers are serving full-time in their roles at IPSE (with the exception of certain advisors-turned-officers who may be finalizing transitions from prior engagements). The Company intends to formalize employment agreements with each executive, including appropriate nondisclosure and non-compete clauses, to secure their commitment to the venture. The biographies of each key executive (provided in summary form above) demonstrate a depth of experience and the complementary nature of the team’s skill set.

b) Management Compensation

IPSE’s philosophy is to align management compensation with the success of the Company and the interests of shareholders. As a pre-revenue startup, the cash salaries paid to executive officers initially are moderate and designed to conserve capital for business growth. Key members of management (especially the founders) have accepted below-market base salaries in the short term, with the understanding that their significant equity stakes in the Company serve as incentive to increase the Company’s value.

Currently, the President and the CAO do not draw any salary until the closing of this USD25 million offering, after which modest salaries will commence as approved by the Board. Other executives will receive salaries appropriate to their role and cost of living in their location, but generally the Company aims to keep fixed salaries lean until revenue justifies increase. In addition to base salary, management may earn annual performance bonuses contingent on achieving specific milestones (for example, launching the platform by a target date, completing a certain number of securitizations, etc.). Any such bonuses will be at the discretion of the Board of Directors and will take into account the Company’s financial condition.

The Company also plans to institute an Equity Incentive Plan or stock option pool representing a percentage of the Company’s shares (post-offering). This will allow the Board to grant stock options or restricted stock to management and key employees as a long-term incentive. Such equity grants further tie management’s rewards to company performance (stock price appreciation or successful exit). As of now, no stock options have been formally granted, but we anticipate allocating around 10% of the Company’s equity to an option pool for employees and management going forward (which, if implemented, could dilute all shareholders proportionally – see “Dilution” risk factor).

It is important to note that no member of management is receiving any compensation from the proceeds of this offering specifically aside from their regular salaries or bonuses as described. That is, the funds raised will not be used to pay large one-time bonuses or unusual compensation to insiders; they will be used to grow the business (as detailed in Use of Funds). Management’s

compensation will be paid out of operating budgets over time and is expected to be reasonable relative to industry standards and the Company’s size.

All material elements of management compensation (salaries, bonuses, equity grants) will be determined by the Board of Directors, possibly on recommendation of a Compensation Committee if one is established. Initially, given our relatively small team, the full Board will review and approve any executive compensation to ensure fairness and alignment with shareholder interests.

In summary, management is highly incentivized by equity ownership to increase the value of IPSE. Cash compensation is structured to be sustainable for a startup, with upside potential primarily via equity and performance bonuses linked to the Company’s achievements. We believe this approach strikes the right balance to attract talent while prioritizing the Company’s growth and investor returns.

A accrued compensation is owed to several members of management. Each top manager and director ("Officers") will be reimbursed for expenses incurred while conducting Company business. Officers may increase their salaries reasonably if the business is profitable and revenues are growing as planned, taking into account its effect on cash flows. Current and projected management salaries for the next 12 months are as follows:

c) Management Shareholdings

Prior to this offering, the Company is 36.73% owned by its founder Marc Deschenaux, and management. The founders and top executives collectively hold all 36’727’961 issued and outstanding shares of IPSE’s common stock (as of the date of this Memorandum).

By including founder and management relatives, the total ownership of the company is of 40.50% (40’507’934 common shares).

The exact distribution of shares among management is as follows (approximate percentages before the offering):

Marc Deschenaux (President & Co-Founder): 21.28% of outstanding shares. Marc is the largest shareholder, reflecting his role as principal founder and originator of the Company’s concept. His significant stake strongly aligns his interests with those of new investors.

Dourgam Kummer, (CAO & Corporate General Secretary): 3.77% of issued common shares

Christian Frampton (CMO): 2.00% of issued common shares.

Skender Djendoubi (CSO): 1.00% of issued common shares

Jeremy Oades (CEO): 0.50% of issued common shares.

Remaining Management Team (collectively): ~8.25% of outstanding shares, distributed among the other management team. Each of these individuals holds between roughly 0.10% and 0.50% of the Company pre-offering, depending on their joining stage and negotiated equity. No single one of these other members, except the founder Marc Deschenaux, holds more than 10% preoffering on an individual basis, but as a group they constitute a significant portion of ownership.

(The above percentages are simplified for confidentiality; actual holdings are documented in the Company’s stock ledger. Prior to closing of the offering, the Company may undertake a stock split or other capitalization adjustment to achieve round numbers of shares; however, relative ownership percentages will remain as described unless additional shares are issued.)

After the completion of this offering (assuming full subscription of 10,010,000 treasury shares), the ownership will be as follows:

• Existing shareholder and management collectively will own 88’200’000 shares, which will represent 88.20% of the total issued shares post-offering. Marc Deschenaux would remain the largest shareholder, and collectively the insiders will retain controlling interest.

• New investors in this offering will own 10,010,000 shares, representing 10.01% of postoffering shares.

• Treasury shares at the disposal of the company will be 1,800,000 shares

Despite the sales of the treasury shares, current management will continue to have a very strong ownership position and thus a powerful incentive to increase shareholder value for all. We highlight that control by management will remain significant post-offering – the current shareholders will likely be able to elect all directors and control corporate decisions due to owning of about 90% of shares (see “Control by Management” in Risk Factors). This could be relevant to investors because management could, for example, issue new shares, approve mergers, or make other major decisions without needing approval from the new minority shareholders. However, fiduciary duties under law still require the board and management to act in the best interests of all shareholders.

There are no outstanding options or warrants as of the date of this Memorandum that would further dilute these ownership percentages, aside from the intended future stock option pool described. Should an option plan be implemented, it is expected that any issuances from that pool would be primarily to future hires or as incentives, and current percentages would adjust accordingly.

In conclusion, the current management and board of directors have substantial skin in the game, owning the controlling majority of the company. pre-financing. And post-financing , Management/insiders will still own the large majority of shares, which means they will benefit most from any increase in the Company’s value and conversely are the most at risk if the Company fails. This alignment of economic interest is intended to reassure new investors that management is highly motivated to make IPSE a success.

d) Fiduciary duties

The directors and officers of IPSE owe fiduciary duties to the Company and its shareholders. Under Delaware law (and applicable corporate law principles), these duties include the duty of care and the duty of loyalty: Their stock position in the Company is the best assurance of their commitment to the long-term success of the company.

1. Duty of Care:

Directors and officers must act in good faith, with the care that an ordinarily prudent person would reasonably exercise in a similar position, and in a manner, they reasonably believe to be in the best interests of the Company. In practice, this means management must make informed decisions, consider all material information reasonably available, and exercise prudent judgment in steering the Company. For example, when evaluating potential IP securitization deals or major expenditures, the Board must diligently assess the risks and benefits, possibly seek expert advice, before proceeding.

2. Duty of Loyalty:

Directors and officers must act in the interest of the Company and its shareholders, and not in their own personal interest. They should avoid and disclose any conflicts of interest. If any transaction or opportunity arises that could benefit an insider (a “related party transaction”), it must be handled with transparency and fairness – typically subject to approval by disinterested directors or shareholders. At IPSE, all officers and directors have agreed to abide by conflict-of-interest policies. This means, for instance, if any member of management has a financial interest in a potential partner or target IP asset, they must disclose it and may recuse themselves from decisions where that conflict exists.

By investing in this offering, investors are entrusting their funds to the judgment and discretion of IPSE’s management. While, as noted, current management will maintain voting control postoffering, they are legally and ethically bound to consider the interests of all shareholders (including minority investors) in their decisions. To reinforce this, the Company plans to adopt corporate governance practices in line with a venture-funded company, such as regular board meetings,

proper record-keeping of decisions (board minutes), and possibly including independent directors or advisors on the board to provide impartial perspectives.

It should be noted that IPSE’s Certificate of Incorporation and Bylaws may include provisions limiting the personal liability of directors to the extent permitted by law, and the Company may obtain Directors & Officers (D&O) liability insurance to protect against certain lawsuits. However, these measures do not eliminate the fiduciary duties themselves; they simply help ensure the Company can attract qualified individuals to serve as directors/officers by mitigating their risk.

In summary, management acknowledges its fiduciary obligations. Decisions will be made with due care, and loyalty to the Company’s best interests. Investors should be aware, however, that as a minority, they may not be able to influence management or board decisions directly; thus, their protection lies in the integrity and fiduciary responsibility of management and, if necessary, legal remedies under corporate law should those duties be breached. We have no reason to believe any such breach will occur – the management team, being major shareholders, shares a common goal with investors: to increase the value of the Company in a fair and sustainable manner.

IX. Board of Directors

a) Composition

The Board of Directors of IPSE is responsible for overall governance and policy-setting for the Company. As of the date of this Memorandum, the Board is comprised of five (9) directors. These include a mix of executive directors (from the management team) and independent directors with industry expertise. The current members of the Board are:

• Marc Deschenaux – Chairman of the Board. (Executive Director), https://www.linkedin.com/in/marcdeschenaux/

• Dourgam Kummer – Director (Executive Director & Corporate General Secretary) https://www.linkedin.com/in/dourgam-kummer/

• Chistian Frampton – Director (Executive Director) https://www.linkedin.com/in/christian-frampton/

• Skender Djendoubi – Director (Executive Director) https://www.linkedin.com/in/skender-djendoubi/

• Gene Massey – Director (Independent Director) https://www.linkedin.com/in/genemassey/

• Kevin D. Kinsey – Director, (Independent Director) https://www.linkedin.com/in/kevindkinsey/

• Gilles Léraillé, Director, (Independent Director) https://www.linkedin.com/in/gilles-leraille/

• Larry Namer – Director, (Independent Director) https://www.linkedin.com/in/larry-namer/

• Richard Ormond – Director (Independent Director) https://www.linkedin.com/in/richard-ormond/

We have also brought on independent directors to provide external perspectives and specific industry knowledge:

• Larry Namer is a notable addition – he is co-founder of E-Entertainment Television and a veteran in the entertainment/media industry. His presence on the board helps guide IPSE’s approach to the entertainment segment of IP (e.g., he offers insights on how content deals might be structured and how the industry might perceive our offerings).

• Gilles Léraillé (profiled on our website) has a background in technology and traceability systems and serves as an advisor to global institutes – he contributes expertise in international operations and technology governance. Gilles holds the title of “Chief Traceability Officer” in an advisory capacity and, as a director, will particularly oversee that our platform and processes maintain integrity (the “traceability” of IP rights and money flows, aligning with his specialty).

It is expected that as the Company grows and possibly prepares for an eventual IPO, the board composition may evolve to include additional independent directors, such as someone with deep intellectual property law expertise or another with strong fintech startup experience. For now, the five directors listed provide a well-rounded governance team.

Each director was selected for their relevant experience and ability to contribute to IPSE’s mission. All directors hold shares in the Company (with executive directors being among the largest

shareholders, as noted). The independent directors have been granted or will be granted equity (or options) as part of their service, aligning their incentives with the Company’s success.

Board appointments were made in accordance with the Company’s incorporation documents. Currently, all seats are filled by agreement of the founding shareholders. After this offering, the structure remains such that existing management shareholders will be able to elect the entire board. The Company’s Bylaws provide for annual election of directors by the shareholders (unless a different term is set, but at this stage annual terms are anticipated). Given the control of voting power, the current insiders are expected to continue as the primary board members post-offering. However, we value the role of independent directors and intend to maintain at least two independent board members for balanced oversight.

Following this private offering, we plan to increase the number of Board members representing the financing groups. Investors purchasing at least USD 2,000,000 in stock can nominate a Board member.

The Board of Directors is expected to meet at least four times a year to discuss the following topics:

• Jan./Feb.: Review previous year's financials for auditors.

• Apr./May: Call General Meeting.

• Sept./Oct.: Year-to-date financials.

• Nov./Dec.: Forecasts and next year's budget.

Additional meetings may cover corporate strategy, R&D, compliance, and other board requirements.

b)

Director Compensation

At present, directors may receive cash compensation for their service on the Board. The four executive directors (Deschenaux, Kummer Frampton and Antebi) are compensated in their management roles (as described in Management Compensation) and do not receive additional fees for being on the Board. The independent directors have agreed to serve primarily because they believe in the Company’s vision and have been offered an equity stake as an incentive.

Each independent board member has been or will be granted a certain number of shares in the Company as compensation for their service. These equity grants are intended to compensate them for time and counsel, in lieu of cash payments, and to align their interests with the long-term success of IPSE. Since there is no Employee Shares Options Plan (ESOP) currently, the Board of Directors plans to establish additional authorized capital for the ESOP. This will ensure proper compensation for employees, management, the Board, and Committee members. The exact number of shares or options and the vesting terms are determined by the Board (or the compensation committee if one is in place). Typically, such grants might vest over a period of years to encourage continued service.

The Company reimburses directors for any reasonable out-of-pocket expenses incurred in attending board meetings or performing board duties (for example, travel expenses if in-person meetings are required, though much of our board communication can be remote given global locations of members).

In the future, as the Company matures (especially if it becomes profitable or public), the Board may implement standard director fees or retainers for independent directors, and possibly form committees (Audit, Compensation, etc.) with chairpersons receiving additional fees. For now, given our stage, we have chosen to conserve cash and rely on equity-based and intrinsic motivation for board service.

All director compensation and equity awards are approved by the Board to ensure fairness and disclosed as required to shareholders. There are no agreements to provide any extraordinary bonuses or payments to any director upon a change of control or financing event (other than what their share ownership would naturally entitle them to in terms of proceeds).

To summarize: our Board members are primarily compensated through equity ownership and are not drawing salaries or large fees. This approach is consistent with startup norms and means that our directors stand to benefit mainly by increasing the overall value of the Company (which benefits all shareholders). It also keeps our overhead low during this growth phase. We believe our directors are sufficiently incentivized to devote the necessary time and effort to their oversight role under this compensation structure. (Investors should note that due to management’s large ownership, the board may not be “independent” from management control in the way a public company’s board might be. However, we have voluntarily included independent members and intend to adhere to good governance practices as feasible.)

Each director of the company will receive:

i) stock options for each year held in position;

ii) USD state amount for each meeting

And for as long as they remain directors.

X. Board of Advisors

In addition to the formal Board of Directors, IPSE has assembled a Board of Advisors comprised of experts and leaders in various fields relevant to our business. These advisors are not involved in day-to-day management and do not have voting rights as directors, but they provide valuable guidance, introductions, and domain-specific advice to the management team.

Advisors

Yeeli Hua Zheng – Asia-Pacific Advisor: Ms. Yeeli Hua Zheng is instrumental in fostering growth in the Asia-Pacific region. She has established strong relationships with key stakeholders in both public and private sectors across Asia. Yeeli advises IPSE on entering Asian markets, forming partnerships or subsidiaries abroad, and understanding the regulatory/business environment in countries like China, Singapore, and others for IP financing.

include:

Thomas W. Janes – Strategic Advisor (Governance & Audit): Thomas Janes has decades of experience serving on boards (often as Chair of Audit or Compensation Committees) of publicly traded and private companies. He advises IPSE on corporate governance, financial controls, and preparing for eventual public company requirements. His oversight helps ensure we adopt best practices early, especially concerning financial reporting and risk management.

Thomas Gehl – Legal Advisor: Thomas Gehl is an attorney with over two decades of experience resolving international business and legal issues. He has been Partner or Of Counsel at major law firms and has served in executive management at companies. Mr. Gehl advises IPSE on legal matters, including international securities compliance and intellectual property law challenges. He often consults on structuring deals to navigate the legal frameworks of multiple jurisdictions.

Gene Massey – Media and PR Advisor: Gene Massey, listed as “Chief Public Relations” on our site, has a background in directing and producing communications (with a career directing TV commercials and working with celebrities). He helps shape our public relations and storytelling, ensuring that our messaging resonates especially in the entertainment industry. His creative perspective ensures our marketing content and outreach are engaging.

Other Advisors: We have additional advisors in areas such as Intellectual Property Strategy, Blockchain Technology, and International Banking, who contribute as needed. For instance, we are in discussions with a well-known patent attorney to join as an advisor to counsel on evaluating patent quality and structuring patent-backed offerings. We also have a relationship with a former SEC compliance officer who advises on U.S. securities regulation nuances for our platform’s operations.

Role of the Advisors: Advisors typically meet with management periodically (for example, quarterly group calls and on-call availability for consultations). They do not hold formal governance power but serve as a sounding board for strategic decisions. For example, before launching a major marketing push, we might run plans by Gene Massey and Danielle (CRO) for feedback. If contemplating expansion into Europe or Asia, we heavily involve Yeeli Zheng to understand local nuances. If a complex legal issue arises (like how to structure a multi-territory IP offering), Thomas Gehl’s counsel is sought.

Advisors often open doors for IPSE. They might introduce potential clients – e.g., Kevin Kinsey could connect us with a content creator he knows seeking funding; Thomas Janes might introduce a potential institutional investor or partner with interest in our concept. These networking benefits accelerate our growth.

Compensation of Advisors: Advisors are generally compensated with equity grants or options and/or modest stipends. For instance, each key advisor may receive a small percentage of equity (less than 1% typically) vesting over three years of service, aligning them with the Company’s success. Some advisors might have a monthly retainer if they provide frequent consulting, but as of now, none have a significant cash compensation arrangement. The exact terms vary by individual and are formalized in advisory agreements, including confidentiality clauses.

IPSE’s Board of Advisors is a dynamic body – we may add experts in new fields as the need arises. Their presence significantly bolsters our internal knowledge base without adding heavy fixed costs. We view our advisors as an integral part of the IPSE family, extending our expertise horizon and credibility.

In summary, the Board of Advisors brings additional heavyweight experience to IPSE’s endeavours. Their guidance mitigates the risk of management’s blind spots and enhances our ability to execute in specialized areas. While they do not have direct control, their influence is felt in the shaping of our strategy and execution tactics.

(Investors should note that advisory positions are not formal fiduciary roles, and advisors do not owe fiduciary duties to shareholders as directors do. However, they are contractually bound to confidentiality and to avoid conflicts of interest in their advisory capacity.)

XI. Current Shareholders

IPSE has issued a total of 25,025,000 common shares with a nominal value of $0.0001 each. The register of shareholders consists of 76 shareholders as of 25 May 2025 with a total of

• 88,200,000 shares distributed, and

• 11,800,000 shares in treasury.

25% and above: No shareholder represents more than 25%.

10% to 25%: Marc Deschenaux, Founder and President, holds more than 20% with 21.28%, but it should be noted that in order to preserve a minimum of 10% of the capital issued for the "pre-IPO round", he has agreed to make his own shares available to the company in order to be able to sell them and thus finance the company's operational costs. The total of 4,752,961 shares made available were put on Marc Deschenaux's current account at the sale prices realized by the company.

Fromond Enterprise Corporation is the second largest shareholder with 13%

1% to 10%: consists of 19 shareholders individually holding between 1% and 9.8%

Less than 1%: consists of 55 shareholders individually holding less than 1%

Pre-existing Agreements: There are no pre-existing shareholders' agreements that grant any special rights to any current shareholder, aside from standard rights like the ROFR mentioned. The founders and early shareholders have agreed that their shares are common with equal rights and have no registration rights or liquidation preferences. In a sense, new investors in this offering are coming in on largely the same terms (common stock) as the existing holders, except that new investors are paying cash at USD 2,5/share whereas insiders paid a nominal amount or sweat equity (hence the aforementioned dilution in book value).

Post-Offering Shareholder Profile: If the offering is fully subscribed, IPSE’s shareholder ledger will include the new investors, who could number anywhere from a few to a few hundred accredited investors depending on allocation and minimum investment. Regardless of number, as a group they’ll hold 10% as explained. These new shareholders will have rights as common shareholders (votes, dividends if any, etc.) but no special rights to board seats or veto powers are granted as part of this offering (except the large investors nomination right described in Description of Shares, for those investing USD 10 million or more, they may nominate a board member, subject to Company acceptance). It’s important to note that, because of large distribution of the 90% stake, minority shareholders (including new investors) will not be able to exert control or block corporate actions via voting power. However, they will have standard protections under Delaware law (for example, majority shareholders cannot approve interested transactions that are grossly unfair to minority, without potential legal challenge).

All current shareholders are Accredited Investors and are primarily sophisticated individuals. They are all U.S. persons except a couple of foreign advisors (who acquired shares under Regulation S compliance, not impacting U.S. offering exemptions). The addition of new U.S. accredited investors via this 506(c) offering is consistent with our shareholder makeup being accredited only, which helps maintain exemption status and avoid triggering public company thresholds (we intend to keep total record shareholders below the limit that would force registration, which currently is 2,000 persons or 500 non-accredited – we will have zero non-accredited and expect well under 2,000 accredited shareholders even if fully subscribed).

Investor Communication: The Company commits to keep all shareholders, new and existing, informed of material developments. We plan to circulate annual financial statements (audited if available, or at minimum reviewed) to all shareholders, as well as quarterly or semi-annual progress updates. Being a private company, we will not have the same reporting obligations as a public company, but we understand the importance of transparency given the extended period shares may be illiquid. (The Subscription Agreement includes provisions requiring us to furnish annual financial information within 120 days of year-end, see “Acceptance of Subscription” section.)

In conclusion, prior to this financing, IPSE’s shareholder base is essentially the founding team itself. This offering will introduce a new group of minority shareholders into the Company. The current insiders will continue to hold the majority of shares and thus will largely control corporate decisions. However, their interests are aligned with maximizing shareholder value for all, and they remain deeply invested in the Company’s success. No current shareholder is selling shares in this offering – all funds are going to the Company, and all existing shares remain in place. Therefore, the offering is purely additive in terms of capital and shareholders.

As of May 25th 2025, the following table contains certain information on the number of shares beneficially owned by:

a) each person known by the company to own beneficially more than 5% of the company’s shares,

b) each person who is an Officer and/or a Director of the company,

c) all persons as a group who are directors of the company,

Fromond Enterprises Corporation (Richard Ormond)

ParF Ltd. represented by Oded Aviel

Hayet Bouzid

Dourgam Kummer

Christian Frampton

Skender Djendoubi

Gilles Léraillé

Not Issued

000 4 & 5

000 Not Issued

000 Not Issued

Not Issued

79

Jeremy Oadess

Larry Namer

Mohamed Es Fih

Mushtaq Hussain

Rabiul Hossein

Not Issued

000 Not Issued

000 Not Issued

000 Not Issued

XII. Employees

At present, IPSE has a very limited number of employees outside of its management team. The Company is still in its pre-operational phase, so beyond the executive officers and a few technical contractors, there are no full-time rank-and-file employees yet. The key personnel driving the Company’s activities are the management members listed above and a handful of developers and consultants who have been engaged on a contract basis to develop the platform and assist with preliminary operations.

Current Staff: Aside from the executives (most of whom are actively working on the business fulltime), IPSE currently employs:

A small software development team of 4 individuals (programmers and a UX designer) who are building the Securitizor platform. These individuals have been hired on a contract/project basis through the end of 2025, with the intention to bring some of them on as full-time employees once funding is in place.

1 administrative assistant in New York helping with office setup, scheduling, and communications (part-time).

The Company outsources certain functions such as bookkeeping to an external accounting service at the moment (instead of having an internal bookkeeper).

Because operations haven’t officially launched, the workload has been manageable with this skeleton crew. However, upon closing of the offering and moving toward launch, IPSE will significantly expand its workforce.

Planned Recruitment: The Company anticipates hiring approximately 25–30 employees over the next 12-18 months using the proceeds of this offering. Key areas of recruitment include:

Engineering and Product Development: We plan to hire additional software engineers (including specialists in blockchain and cybersecurity if needed) and product managers to continue refining the platform, add features, and maintain robust security and uptime as usage grows. This might be ~10 hires in tech roles, likely based in Florida (our tech hub) or remote.

IP Analysis and Deal Team: We will build a team of analysts and associates with backgrounds in intellectual property law or valuation. These employees will be responsible for evaluating IP submissions (e.g., analyzing the strength of a patent, the market potential of a film), conducting due diligence, and structuring term sheets for IP deals. We anticipate hiring ~5 analysts (some in New York, some possibly in Los Angeles for entertainment focus).

Business Development and Sales: We intend to hire a business development team to proactively reach out to IP owners and persuade them to use our platform. This could include industry-specific salespeople (e.g., one focusing on entertainment studios, one on tech companies/universities, one on music, etc.). We foresee ~5 hires in these roles, possibly led by someone under the CRO and President. Additionally, we may hire an Investor Relations/Client relations manager to liaise with our investor community, ensuring they stay engaged for new offerings.

Operations and Support: As our user base (IP owners and investors) grows, we will need support staff – customer support representatives, platform support engineers, and operations coordinators to handle the flow of transactions (settlements, distributions, etc.). Perhaps 3-5 hires in this category over time.

Legal/Compliance Staff: While we will continue to use external counsel for specialized matters, we plan to hire at least one in-house General Counsel or Chief Legal Officer and a couple of compliance officers/assistants. This small legal team (maybe 2-3 people) will oversee regulatory

compliance on an ongoing basis (e.g. verifying investor accreditation for each offering, managing SEC filings for exemptions, ensuring IP rights transfers are legally sound, etc.).

Administrative/HR/Finance: We will likely hire a Controller or senior accountant once volume picks up, to manage internal finances and work with our CFO. Also, an HR manager or office manager might be brought on to handle recruitment, onboarding, and day-to-day office administration.

IPSE’s recruitment strategy is to attract talented individuals by offering competitive (though not extravagant) salaries and the opportunity to receive stock options as part of our employee incentive plan. We believe our mission-driven culture (bridging creativity and finance) will appeal to many professionals. We will leverage our management’s networks and potentially use recruiting firms to fill these roles quickly after funding.

All new employees will be required to sign Confidentiality and Invention Assignment Agreements, which ensure that any intellectual property they create during their employment belongs to the Company and that confidential information (such as deal flow, proprietary software code, etc.) is protected. This is standard practice, especially for tech and finance startups, and is vital given our proprietary methods.

We expect to ramp up employees gradually as needed. Initially, right after funding, focus will be on key technical and deal team hires to get to revenue generation faster, then followed by support functions. By the end of 2026, in a full success scenario, IPSE could have 30+ full-time employees across its New York, Florida, and Los Angeles locations, and possibly a small international presence if needed for local market support (e.g., a representative in Europe or Asia by then, working with advisor Yeeli Zheng).

Employee Culture and Agreements: Our culture emphasizes innovation, compliance, and teamwork. Given the novel nature of our business, we will implement ongoing training for employees, particularly those in compliance roles or dealing with investors, to ensure understanding of the regulatory environment. We will encourage a culture of integrity and discretion due to handling confidential creative content and financial information.

At this time, none of our employees are represented by a union or labor collective, and we do not foresee issues in employer-employee relations. We aim to offer fair compensation and benefits (including health insurance, retirement plan options, etc., which we will establish once the workforce grows to a certain size).

In conclusion, while IPSE’s current employee base is minimal, the infusion of capital from this offering will enable us to rapidly expand our team, which is crucial for executing the ambitious plans we have. There is a clear hiring plan tied to our use of proceeds, ensuring that we bring on the right talent at the right time to scale up operations in 2026 and beyond.

a) Recruitment Plans

As outlined, recruitment will be phased. The immediate need (within 3 months of funding) is to bring core technical and operational staff on board. We have already identified several candidates through our networks and have a pipeline of interested talent pending funding confirmation. The next wave (6-12 months) focuses on growth roles (business development, more engineers, support staff). We anticipate recruiting challenges in some specialized areas (for example, individuals skilled in both IP law and finance are rare), but we plan to mitigate this by casting a wide net – possibly recruiting from investment banks’ structured finance departments for analysts and from top law schools or IP boutiques for legal talent.

The Company is prepared to invest in its employees through training and a supportive environment, which we expect will help with retention. Given that much of our team will be working on cutting-edge financial innovation, we believe we offer a compelling career proposition that will help attract high-calibre candidates even in competitive labour markets.

IPSE has assembled a highly experienced leadership team with expertise in intellectual property, securities, and financial technology. The Company plans to commence its commercial securitization activities in January 2026, operating from its headquarters at 30 Wall Street Suite 807, New York, NY, and its branch offices in Florida and California

b) Employee stock and options

As mentioned, IPSE intends to implement an Employee Stock Option Plan (ESOP) or similar equity incentive program but only after its IPO. We anticipate reserving up to 10% of the company’s equity (post-money) for this purpose (which would be about 10,0100,000 shares if fully subscribed; or an authorization to issue options for up to that number over time). This pool will be used to grant stock options to new hires, as well as potentially to reward existing advisors or consultants who transition to employment.

Typical option grants will vest over four years with a one-year cliff (standard in the industry), meaning employees need to stay at least one year to earn any options, then vest monthly or quarterly thereafter. The strike price of options will be set at fair market value at the time of grant (which, following this offering, might be USD 2,50 per share or higher as the company’s valuation evolves).

No options have been issued yet, as the plan is pending adoption by the Board and approval by shareholders (existing majority shareholders have indicated their support). Investors in this offering should be aware that when the option pool is formally created, it will dilute all shareholders slightly. However, in the financial modelling for this offering, we have effectively accounted for an option pool in the cap table post-money, so it is not an unexpected dilution beyond the share counts given.

Offering equity to employees is crucial for a startup like IPSE to attract talent, especially when competing with larger tech or finance firms. It gives employees a sense of ownership and aligns them with investor interests in increasing the company’s value.

We have set up a stock and stock option plan for our employees. Key positions in the company may receive stock over the next five years. A certain number of shares (authorized but not issued) have been reserved for stock options and bonuses for deserving employees. The founders of the company are not part of this plan.

The stock options will be decided by a subcommittee of the board of directors, selected by the board of directors.

If there are existing business operations, list the outstanding share options along with the recipient’s name and the shares granted. Also, mention any other deferred compensation plans.

c) Employee Agreements

All employees will execute Employee Proprietary Information and Inventions Assignment Agreements at the start of employment. This ensures: They keep company and client information confidential.

Any inventions or work product related to IPSE’s business that they create during employment (and within a certain period after, if related to our business) belongs to the Company.

They do not bring or use any third-party confidential information or IP (like code from a prior employer) inappropriately.

Additionally, key hires may have non-compete clauses in their contracts, subject to local law enforceability (note: some states like California do not enforce non-competes for employees, but New York and Florida have more leeway). At a minimum, senior executives will have agreements not to compete or solicit employees/clients for a period post-termination, to protect the company’s interests.

The Company will also maintain Employment Manuals and policies addressing code of conduct, trading policies (e.g., restrictions on employees investing in deals on our platform to avoid conflicts, unless permitted in a transparent way), and reporting channels for any issues (whistleblower policy, once we have enough employees to warrant it).

Given the sensitive nature of handling other people’s intellectual property and investor funds, employee integrity is paramount. We will perform background checks on all new hires in finance or critical positions. We will cultivate a compliance mindset from day one, so even junior staff understand the importance of following procedures, documenting actions, and maintaining confidentiality.

Overall, our approach to employees is to treat them as long-term partners in our mission by providing incentives, a positive work culture, and clear expectations through agreements. We believe this will result in a motivated workforce committed to making IPSE successful.

List any employee agreements specific to any employee and the terms of the agreement stressing the compensation elements of the agreement.

XIII. Other Personnel

Beyond formal employees, IPSE engages several categories of other personnel to support its operations: consultants, independent contractors, and professional service providers (accountants, lawyers, bankers). Below we describe each and how they are integrated into our business.

a) Consultants

IPSE has and will continue to utilize independent consultants and contractors for specialized tasks and short-term projects. This allows the Company to remain flexible and access expert skills without the long-term cost of permanent staff for every function.

Current and anticipated consultant engagements include:

Software Development Contractors: In addition to our core dev team, we have contracted with an external software development firm to augment our programming capacity for specific modules of the platform (for instance, integrating a payment gateway or developing the front-end interface). This consulting arrangement will taper off as we hire more in-house developers, but we may keep some contractors for surge capacity or specialized tech (e.g., a blockchain specialist for a smart contract prototype).

Marketing and Design Consultants: We engaged a branding consultant in 2025 to help craft the IPSE brand identity (logo, website design, etc.). We may hire freelance copywriters or PR consultants to help produce marketing materials, press releases, and manage social media presence as we ramp up outreach.

Industry-Specific Advisors (Consulting basis): Some members of our Advisory Board described earlier actually serve under consulting agreements. For example, Larry Namer might have a consulting contract specifying a certain number of hours per month he will advise on entertainment deals, for which he could be compensated in equity or a retainer. Similarly, some technical advisors may be on a consulting contract to develop proprietary methodologies or evaluate technology (e.g., Bruno Ciroussel was initially an advisor on AI under a consulting arrangement before joining as CDO).

Project-based Consultants: As new opportunities arise, we may temporarily bring in consultants. For instance, if we explore securitizing a portfolio of biotech patents, we might consult a pharmaceutical industry expert to assess the assets. Or if we consider expanding to Europe, we might engage a consultant knowledgeable in EU securities law to complement our team’s knowledge.

All consultants and contractors sign Consulting Agreements containing confidentiality and IP assignment clauses where applicable (to ensure anything they create for us becomes Company property). They typically either charge an hourly or project fee, or receive a small equity grant, or

a combination. We manage consultants through clear scopes of work and oversight by relevant executives (e.g., CTO oversees tech contractors, CMO oversees marketing consultants).

Using consultants effectively allows IPSE to access high-level expertise (often from individuals who may not be available for full-time employment) and to control costs by paying only for what we need, when we need it.

Indicate the name and address of the consultant and a contact name

b) Accountants

IPSE has engaged an independent accounting firm to assist with financial statement preparation and to establish our accounting systems. To date, our accounting firm (currently a small CPA firm in Switzerland) has helped set up our books, advise on tax matters, and prepare IFRS (International Financial Reporting Standards) financials. Post-offering, we intend to upgrade to a larger firm capable of handling audits and USGAAP (U.S. generally accepted accounting principles), as we will likely require audited financial statements in the future (especially if we approach an IPO or certain institutional investors demand it).

We anticipate appointing an independent auditor within the next year. We have been in discussions with mid-tier accounting firms who have experience with startups and can scale with us. Big 4 firms might be engaged closer to IPO stage; for now, a reputable firm familiar with Reg D companies may suffice.

The accountants also play a role in the IP securitizations: each SPV or trust may need its own bookkeeping and potentially separate audit (investors in that deal might require comfort that the revenues are accounted for properly). We plan to have our accountants design a streamlined process for financial reporting of each IP deal and consolidate appropriately.

Tax compliance is another area they handle – ensuring payroll taxes (once we have employees) are filed, corporate franchise taxes in Delaware and other states are paid, etc. Given IPSE’s multistate operation (NY, FL, CA) and possibly international aspects, professional guidance is crucial to navigate differing tax regimes and optimize our structure (for example, ensuring our SPVs are treated as pass-throughs if needed and not incurring unnecessary tax drag).

We budget for accounting and audit fees as part of our ongoing expenses (see Use of Funds). Those fees will increase after this raise because we’ll be a larger enterprise needing more comprehensive financial control.

Switzerland: Axento SA , Mr. Kym Schnarrenberger, Rue Saint-Pierre 18, 1770 Fribourg, (https://www.axento.ch)

USA: CBIZ LLP (ex. Marcum LLP), Mr. Gary Slutsky, 685 Third Avenue, New York, NY 10017 (https://www.cbiz.com/)

c) Lawyers

Legal counsel is critical for IPSE’s business. We have engaged specialized law firms for different needs:

Reed Smith LLP,: Founded in Pittsburgh in 1877 by Philander Knox and James H. Reed, grew from its roots serving industrial giants like Andrew Carnegie into one of the world’s largest law firms, now boasting 31 offices and around 1,700 attorneys across the United States, Europe, the Middle East, and Asia. The firm is renowned for its litigation strength and full-service capabilities, advising clients in key sectors such as mergers and acquisitions, private equity, finance, life

sciences and health, energy and natural resources, entertainment and media, and shipping and transportation. Reed Smith represents more than half of the world’s 100 largest companies, including leading banks, oil and gas companies, and pharmaceutical distributors, and has handled high-profile cases ranging from major mergers to complex regulatory and litigation matters

Redd Smith LLP is a critical partner to IPSE related to the Legal IP review. IPSE has a long-term relationship and invests about $ 280’000 in the company IP with Reed Smith.

Herbert F. IüKozlov, New York, 599 Lexington Avenue, 22nd Floor, New York, NY, 10022, United States https://www.reedsmith.com/en/about-us

Securities Counsel: A U.S. law firm experienced in securities offerings (Reg D, Reg S, etc.) has been advising us on this private placement and on establishing our offering procedures for the platform. They prepared or reviewed this Private Placement Memorandum, Subscription Agreement, and ensure our offering is compliant with Rule 506(c). They will likely continue to advise on subsequent financing rounds and eventually an IPO. We anticipate continuing our relationship with this firm or a similar top-tier securities law firm for all corporate financing matters. Their fees for this offering (legal preparation) are being paid from our working capital (and counted in offering expenses).

Intellectual Property Counsel: We have patent attorneys and IP lawyers advising on protecting our own IP (such as the patent for our securitization method) and on issues arising in deals (e.g., verifying the IP rights of a client). For our own patents, we engaged a patent attorney to f ile patents in the US and possibly international PCT filings. For deal IP due diligence, we may use outside IP lawyers on a case-by-case basis to review IP assets (though some of that will be done by in-house analysts and only legal review for critical aspects).

Corporate/General Counsel (Outside): Until we hire an internal General Counsel, we rely on a law firm for general corporate matters – things like reviewing major contracts (consulting agreements, partnership MOUs), ensuring compliance with Delaware corporate laws, drafting our equity incentive plan, etc. This is currently handled by a boutique firm with startup focus.

International Counsel: As we plan cross-border transactions, we will consult with foreign counsel as needed. For instance, if we securitize a UK patent, we might need a UK solicitor’s input on transferring patent rights or compliance with UK financial regulations for that offering. We have connections via our advisors to law firms in Europe and Asia that we can tap. Already, one of our advisors, Thomas Gehl, is a U.S. lawyer with international experience and helps coordinate foreign legal advice.

Specialty Counsel: If unique issues arise, such as tax law advice on structuring an SPV to be tax-efficient, we’ll use a tax attorney; if we consider a specific regulation like Investment Company Act or broker-dealer registration, we’d engage specialists in those areas. All material legal engagements are overseen by our CEO and President (both of whom have significant experience dealing with legal counsel in prior deals). We ensure to avoid conflicting advice by designating one primary counsel to quarterback where issues overlap.

We consider our relationship with our attorneys to be a partnership – they are integral to our compliance-heavy approach. Legal expenses are a significant portion of our budget given the nature of our business, but skimping on legal would be far riskier. We have negotiated some fixedfee arrangements for routine tasks (like forming an SPV or drafting a standard offering document template) to manage costs.

The attorney-client privilege is maintained for sensitive communications, and we anticipate attorneys may be involved in reviewing our disclosures to investors on an ongoing basis to ensure accuracy and completeness (for example, reviewing future offering memorandums for specific IP deals).

d) Bankers and Custodians

While IPSE is not employing an investment bank to underwrite this offering (it is a self-directed offering by the Company), we have engaged banking services for handling funds. We have a separate arrangement with JPMorgan Chase Bank, N.A., which will act as escrow agent for the subscription funds (see Plan of Sale section). The bank will hold incoming funds in a segregated escrow account until conditions are met, then release to IPSE’s operating account. JPMorgan (or another large bank) was chosen for its reliability and experience in handling private placement escrows.

We also have a commercial banking relationship for day-to-day needs (checking accounts, wire transfers, etc.). Our main operating account is with Chase in New York. We may open additional accounts if needed (e.g., separate accounts for different branch offices or for SPVs to clearly separate each deal’s cash flows).

In the future, as we run multiple deals, we might utilize a custodian bank or trust company to manage the cash flows of each securitization. For example, suppose we securitize music royalties: we might appoint a bank as a paying agent to collect the royalties from music distributors and then distribute to investors according to the securities terms. This ensures neutrality and trust in the flow of funds. We have not yet finalized such arrangements but have identified candidates (like Morgan Stanley of New York Mellon, which often serve as trustees/custodians in securitizations). We will engage them on a per-deal basis as needed.

Escrow and Payment Processing: Besides the bank escrow, we have integrated with payment processors for handling investor funds if they invest online (e.g., ACH transfers, crediting subscriptions). Those service providers are vetted for compliance (AML, KYC). We have an agreement with a KYC provider to verify accredited status documentation from investors as well.

No Underwriters: It’s worth noting again that this offering is not underwritten by any broker-dealer. If we do enlist broker-dealers to help place some of the offering, they would get a commission (which is part of the up to 10% selling cost). As of now, we have some non-exclusive finder agreements with a couple of registered brokers who might introduce accredited investors, for which they’d get a finder’s fee (within that 10%). These agreements ensure any such broker is properly licensed and the introductions comply with 506(c) (meaning they only bring accredited investors and no general public solicitation beyond what we do).

Summary of Other Personnel Involvement: All these external professionals – consultants, accountants, lawyers, bankers – play essential support roles allowing IPSE’s lean core team to punch above its weight in execution. We carefully manage and coordinate their efforts to align with our strategy. We consider these relationships as extensions of our team. Proper oversight is in place (e.g., our CFO works closely with accountants; our COO coordinates consultants; our CEO/President coordinate legal and banking relations).

We have budgeted the costs for these external services in our financial plans (for instance, legal and accounting are part of G&A expenses, consultants often fall under R&D or project costs, banking fees under financing costs, etc.). Post-offering, we’ll have the capital to maintain these critical services.

In conclusion, IPSE has assembled not only a strong internal team but also a network of trusted external personnel and firms to ensure that all aspects of its business – from platform development to legal compliance to fund management – are handled with expertise. This approach enables us to remain efficient and compliant as we grow.

XIV. Conflicts of interest

IPSE is aware of the importance of identifying and managing any potential conflicts of interest that could affect the Company or its shareholders. We have instituted policies to address conflicts involving our management, board members, and advisors. Below we disclose known or foreseeable conflicts and how we mitigate them:

Multiple Roles of Management and Advisors: Some of our officers and advisors are involved in other ventures or organizations that could, in theory, intersect with IPSE’s business. For example, Marc Deschenaux (President) is also a partner in Swiss Financiers, an entity that engages in financial consulting. It’s possible that opportunities could arise that both IPSE and Swiss Financiers might be interested in. To mitigate this, Marc has formalized that any financing opportunity primarily involving intellectual property securitization will be directed to IPSE, whereas Swiss Financiers focuses on more traditional corporate financing. Additionally, any services provided by Swiss Financiers to IPSE (or vice versa) would be on an arm’s-length basis with proper approvals by disinterested directors. We ensure transparency in these overlapping involvements – Marc’s roles are disclosed to the Board, and he abstains from decisions where there could be a conflict (for instance, if IPSE were to hire Swiss Financiers or a company affiliated with a manager, that decision would be reviewed and approved by independent directors).

Advisors/Directors connected to IP deals: Some of our advisors or directors may introduce IP securitization opportunities in which they have an interest. For example, Larry Namer (director) might refer a project of a friend’s production company. If IPSE pursues that project, there’s a potential conflict if Larry has a financial stake in that production. Our policy is that any such scenario must be fully disclosed, and the terms of the deal must be fair to IPSE and approved by disinterested management or board members. Larry would not be the one negotiating on IPSE’s behalf in that case, and he would abstain from any board vote approving the deal. Essentially, related-party transactions will be vetted and only approved if they are on terms no less favorable than what we could obtain from an unrelated party.

Allocation of Personal Time: Members of our management team may serve as directors or advisors to other companies. For instance, some are on boards of other startups or are involved in philanthropic enterprises. While this generally does not directly conflict with IPSE, it could in theory divert time and attention. All key executives have committed that IPSE is their primary professional focus. We do not currently foresee any manager being so involved elsewhere that it hampers their duties to IPSE. If that changed, we would require them to reduce outside commitments or step aside.

Investments by Management in IP deals: It’s possible that members of management or the board might want to personally invest in an IP offering on our platform (for instance, if they find a particular IP asset attractive). This could pose a conflict: they might have an incentive to push a deal not just for IPSE’s fee benefit but for their personal gain as an investor. To address this, our internal policy is that management and insiders will not participate as investors in IP offerings arranged by IPSE, at least not without specific disclosure and approval by the Board, to avoid any perception of conflict or preferential treatment. This policy protects both the Company and the investors in those deals (who might otherwise worry insiders cherry-pick the best deals). If an exception is ever made (say, a co-founder wants to invest a small amount alongside others), it would be disclosed to all investors in that offering and likely subject to independent committee approval.

Transactions with Management or Affiliates: Other than those noted, IPSE currently has no transactions in which any director, officer, or 5% shareholder has a direct interest (except receiving their own shares and roles as described). If we were to, for instance, rent office space from a company owned by an officer, or purchase a technology from a founder, those would be conflicts requiring special handling. At present, our NYC headquarters is a sublease from an unrelated landlord; our FL and CA offices are also leased from unrelated parties found through brokers. We are not buying any assets from insiders. The patent for our securitization method, conceived by Marc, was assigned to the Company for nominal consideration (to ensure it belongs fully to IPSE); Marc did not profit from that assignment beyond his equity stake in IPSE. No royalties or payments are owed to any founder for use of intellectual property – it’s all owned by IPSE.

Competitive Opportunities: If any officer or director becomes aware of an opportunity in the Company’s line of business (IP financing) they are expected to present it to IPSE and not to divert it for personal gain or to another company. This is an aspect of their duty of loyalty. We have emphasized this expectation. Given that IPSE is essentially a pioneer in its niche, we are not aware of any direct competitor that our insiders are involved with. Should a board member join a competing company’s board, for example, that would be a conflict likely necessitating their resignation from one of the boards to avoid conflict.

Loans to/from Management: The Company has not made any loans to officers or directors, and none are planned. Likewise, none of the management has lent money to the Company (other than trivial expenses later reimbursed) – the Company’s seed capital was straight equity. If times got tough, a scenario could arise where an officer offers a bridge loan; if that happened, it would be documented and likely converted to equity to avoid conflict. But with this offering’s proceeds, we don’t anticipate needing insider loans.

Family Relationships: There are no familial relationships among our executive officers or directors that affect control or transactions (e.g., we don’t have a CEO whose spouse is the vendor etc.). If any hiring or contracting involved a relative of a manager, we would treat it as a conflict to be disclosed and approved appropriately.

Mitigation Policies: We have implemented the following measures to handle conflicts:

1. Disclosure:

All officers and directors must promptly disclose any potential conflict of interest to the CEO or Chairman, who can then bring it to the Board if material. We keep a record in board minutes of disclosures and recusals.

2. Recusal:

An interested party will recuse themselves from deliberation and decision on matters where they have a conflict. For instance, if a deal being approved involves a company in which a director has an interest, that director will leave the discussion and not vote.

3. Independent Review:

For major transactions that could involve conflicts, we may form a committee of independent directors (or use outside advisors) to evaluate the transaction. This ensures that the terms are fair. For example, if we were to buy a piece of software from a company owned by one of our advisors (hypothetically), we’d get an independent valuation or competitive quotes to ensure fair pricing.

4. Written Policies:

We plan to formalize a Code of Ethics and Business Conduct that includes conflict of interest guidelines. All employees and directors will annually certify compliance. This code will lay out examples and required actions when a conflict arises.

5. Alignment by Equity:

In many cases, conflicts are mitigated by the fact that management’s largest interest is their equity in IPSE, so they benefit most when IPSE does well. This naturally discourages them from doing something that might benefit another venture at IPSE’s expense. For example, Marc’s stake in IPSE is far more valuable to him than any short-term gain elsewhere, aligning his incentives strongly with IPSE’s success.

At this time, the Company is not aware of any actual conflict of interest that has had or is likely to have a material effect on the Company. All relationships and positions have been transparently disclosed in this memorandum. We will continue to be vigilant in identifying and addressing any conflicts as the business grows.

Investors should understand that with a small team wearing multiple hats, minor potential conflicts (like overlapping advisory roles) exist, but we believe they are being managed appropriately and in good faith. Should any investor or potential investor have questions about specific relationships or potential conflicts, we encourage you to ask management (see “Additional Information” section for how to contact us). We are committed to operating with integrity and protecting the interests of all our shareholders.

XV. Option Agreements

As of the date of this Memorandum, the Company has no outstanding option agreements or warrants (aside from the planned Employee Stock Option Plan discussed, which is not yet in effect). This means that currently, no third party holds any contractual right to acquire shares of the Company at a set price (which could dilute current or new investors in the future).

However, IPSE does anticipate implementing stock option agreements as part of its employee incentive program moving forward:

The Board of Directors intends to adopt a Stock Option Plan (or equity incentive plan) reserving shares for issuance to employees, consultants, and possibly advisors. Once the plan is adopted, individual Option Agreements will be entered into with recipients (such as new hires). Each option agreement will specify the number of shares that can be purchased, the exercise price (typically the fair market value at the time of grant, to comply with tax rules), and the vesting schedule.

These options will generally vest over multiple years as described (commonly 4 years). Until vested and exercised, they do not have voting rights or count as shares outstanding. Only when an option is exercised (the holder pays the exercise price to convert the option into actual shares) would new shares be issued and dilute other shareholders.

The aggregate number of shares reserved under the plan is expected to be up to 10,000,000 (10% of post-money shares, subject to Board approval). This is a cap on how many options can be granted. Not all of these would be granted immediately; they would be granted over time as we hire personnel. Ungranted (or granted but unexercised) options do not count toward outstanding shares.

Apart from employee options, the Company may also consider issuing warrants or options to strategic partners or service providers. For example, if engaging a key consultant or if a future lender required an equity kicker, warrants could be offered. Currently, none are issued. If any such warrant issuance is contemplated that would be significant, it would be disclosed to shareholders and likely coordinated with a financing event.

One specific potential commitment: We have contemplated that if a particularly large investor (say a cornerstone investor who might invest a sizable portion of the USD 25M) required an incentive, we could negotiate an option or warrant as part of their subscription. For instance, an investor putting in USD20M might ask for a warrant to purchase additional shares at a premium in the future. As of now, no such arrangements have been made, and this offering is being conducted on the same terms for all investors (no special warrants). But we mention it as a possibility in negotiations; any such issuance would reduce the percentage for others, so we aim to avoid it if possible, or keep it minimal and at a higher price to not disadvantage current investors.

Founders’ Initial Investment Conversion: It’s also worth noting under this section that the founders’ contributions have already been converted into equity. The founders did not receive stock options; they received actual shares for founding the company (and small cash contributions). Therefore, there are no lingering rights for founders to get more shares at some predetermined price. Everything is already accounted for in their current holdings.

Outstanding Commitments to Issue Shares: Besides the option pool plan, the Company has no outstanding commitments to issue shares. There are no convertible notes or SAFEs (Simple Agreements for Future Equity) or other convertible instruments in our capital structure. All funding to date was done via equity issuance. So new investors coming in are not facing any hidden dilution from previously contracted conversions.

The Board reserves the right, however, to authorize future option or equity incentive plans as needed (for example, if we expand massively and use up the initial pool, we might create additional pools with shareholder approval, or if we acquire another company, we might assume their options, etc.). Any material increase in authorized shares for options would likely require shareholder approval under Delaware law and our bylaws (especially after an IPO, but even while private, we’d inform major shareholders).

Summary: At present, no one holds an option or warrant to purchase shares of IPSE, so new investors’ ownership percentages are as described (aside from the anticipated creation of the employee option pool, which we consider part of the capitalization plan). We have simply reserved the concept of an option pool in planning. Going forward, the controlled issuance of options to employees will be necessary to attract talent, but this will be done under the oversight of the Board and in alignment with building long-term value (since options usually have exercise prices at or above current value, they generally only become valuable if the company’s value grows significantly, thereby benefiting all shareholders).

Investors in this offering will not receive any options or warrants; you are buying common stock outright. Likewise, you should not expect your shares to have any anti-dilution rights (if we later issue shares at a lower price, you are not entitled to more shares automatically – such protections are more typical for preferred stock, which we are not issuing in this round).

In conclusion, while IPSE plans to use stock options as a tool to grow the Company, we currently have a clean capital structure with only common shares outstanding and no derivative securities. This straightforward structure means your investment is going into common equity alongside management’s equity, with everyone’s interests aligned in increasing the value of those common shares.

For employee post IPO stock options, please refer to the “Employees” section.

XVI. Litigation

IPSE is a newly formed company and, as of the date of this Memorandum, is not involved in any litigation or legal proceedings. The Company has no pending lawsuits against it, nor has it initiated any legal action against others. Furthermore, to the best of our knowledge: No governmental agency or regulatory body is currently investigating or threatening any action against IPSE.

There are no claims or allegations of intellectual property infringement against the Company regarding its business methods or technology.

The Company is not subject to any outstanding judgments, orders, or decrees that would materially impact its operations or finances.

All founding team members and key personnel have affirmed that they are not subject to any noncompete agreements or prior employer claims that would restrict their ability to contribute to IPSE. We conducted due diligence on our management in this regard to ensure, for example, that no one brought over any trade secrets from previous employers improperly. We also represent that none of our officers or directors has: (i) been convicted in a criminal proceeding or is the subject of a pending criminal proceeding (excluding traffic violations), (ii) been subject to any order or decree of any court of competent jurisdiction permanently enjoining them from acting in certain capacities with respect to securities or business activities, or (iii) been found by a court or regulatory authority to have violated federal or state securities or commodities laws (which is relevant under Rule 506 “bad actor” checks – we have confirmed none of our covered persons is a “bad actor” under SEC rules).

The Company is aware that operating in a complex field might invite legal challenges in the future (for example, disputes with an IP owner or investor, or regulatory inquiries if our model is novel). We are proactively establishing compliance and documentation procedures to minimize such risks. Nonetheless, at present we have the benefit of a clean slate in terms of legal exposure.

We have engaged legal counsel (as mentioned) to help identify and mitigate potential areas that could lead to litigation. For instance:

We have strong contractual agreements with anyone who engages with our platform, including indemnification clauses to protect us where appropriate.

We carry (or will carry soon after this offering) general liability and errors & omissions (E&O) insurance, and eventually, directors and officers (D&O) insurance to provide defence coverage in case of any claims.

Prior to launching deals, we plan to vet them thoroughly to reduce the risk of investor lawsuits claiming misrepresentation. By transparently disclosing risks in each IP offering memorandum and following securities laws, we aim to avoid litigation from investors claiming they were misled.

Should any legal matter arise, we will promptly evaluate and address it. Material litigation would be communicated to shareholders as required.

Litigation History of Founders: For full transparency, none of the founders or management has any personal litigation history that would adversely affect the Company. Specifically, none have been bankrupted in the United States, and none have been banned by regulators. Marc Deschenaux, for example, while having a high-profile career, has not been subject to any legal actions that would impede his service to the Company (we mention this as sometimes financial industry veterans have had disputes, but here none such are present) even though he had litigation in the past, mainly for his companies.

In summary, IPSE currently has no litigation issues. We will continue to monitor and manage legal risks as the business grows. Investors can take some comfort that, unlike many companies that have been operating for years, IPSE does not enter this funding round with any legacy legal problems or contingent liabilities.

(Any lawsuits or proceedings that may arise after the date of this memorandum would, of course, be disclosed to investors to the extent they become material. As of now, there is nothing material to report.)

XVII.

Use of Funds

The Company intends to apply the net proceeds from this USD 25,025,000 offering to execute its business plan as described. The Use of Funds has been carefully budgeted to ensure that IPSE is adequately capitalized to reach critical milestones (platform launch, initial transactions, revenue generation) and to sustain operations until the business becomes self-funding or profitable. Below is a breakdown of how the funds will be utilized:

Technology Platform Development (approximately USD 4,270,000 – 17.06%): A significant portion of the proceeds will be invested in completing and continuously improving the Securitizor platform. This includes hiring software developers and engineers, purchasing or leasing hardware and cloud services, and developing proprietary tools (such as our IP valuation algorithms and compliance systems). This budget also covers cybersecurity measures to protect sensitive data and the integration of payment and transaction processing capabilities. We anticipate a major development push in the first 12-18 months to get the platform production-ready and then ongoing enhancements thereafter. (If actual development costs come in lower, excess funds will be reallocated to other areas or conserved; if higher, we will prioritize core features first.)

Alliances & Partnerships (approximately USD 500’000 – 2%): To enhance the reach and efficiency of IPSE Securitize product distribution, IPSE is establishing a robust broker network. This network will consist of experienced FINRA licensed intermediaries who can connect our innovative offerings to diverse markets, including institutional investors, wealth management firms, and retail clients. By leveraging the expertise of brokers, we can ensure that securitized products are presented with clarity and tailored to meet the unique needs of these varied audiences. Brokers will also play a critical role in navigating regulatory landscapes, simplifying client onboarding, and providing valuable feedback to refine our offerings. This strategic approach not only expands our market penetration but also strengthens investor confidence in the accessibility and credibility of our financial solutions.

Sales, Marketing & Business Development (approximately USD 3,125,000 – 12.49%): We will invest in robust marketing and business development efforts to attract both IP owners and investors to our platform. This includes marketing campaigns (digital marketing, industry conference presence, PR efforts, content creation to educate the market), hiring a sales team and industry liaisons as described, and travel and hospitality budgets to meet with potential clients (for example, visiting film studios in Los Angeles, tech companies in Silicon Valley, music labels in Nashville, etc.). We will also allocate part of this budget to developing educational materials and hosting workshops/webinars (via IIPRO.org or similar channels) to build credibility and understanding of our new financing mechanism. A portion will be spent on investor acquisition –attending family office conferences, forming partnerships with wealth management firms, etc., to build the investor side network. Given the novelty of IPSE’s service, marketing is crucial; we believe 15% of funds is a strong commitment to gaining market traction.

Operations, Hiring, and Working Capital (approximately USD 1,850,000 – 7.39%): This category covers the expansion of our operational capacity and day-to-day working capital needs. It includes: salaries and benefits for our growing team (beyond those directly tied to tech development or sales which are in other categories), office lease costs and equipment for multiple locations, general administrative expenses (insurance premiums, software licenses, communications, utilities, travel for management not covered under marketing, etc.), and building out necessary infrastructure like accounting systems and customer support systems. It also provides a cushion for general working capital – ensuring we can pay suppliers, vendors, and overhead for several years while revenue ramps up. Given our hiring plan of ~30 people, a significant portion of this USD20M will go to payroll over the next 2-3 years. We expect this allocation to fund operations for at least 24-30 months even without substantial revenue, which is

vital for runway. We will monitor expenses carefully; any savings in this area could extend runway or be redirected to additional growth initiatives.

Legal, Regulatory & Compliance (approximately USD 1,655,000 – 6.60%): Operating in our space will incur considerable legal and compliance costs. We are allocating roughly 10% of proceeds to cover these necessities. This includes: legal fees for securities offerings (both our own and those we manage for clients), intellectual property filings (patents/trademarks to protect our method, plus potential legal opinions needed for each IP deal), costs of obtaining any required licenses (if we need to register a subsidiary as a broker-dealer or alternative trading system in the future, for example, or getting any international regulatory clearances), compliance personnel and systems (including KYC/AML verification tools, accreditation verification services, and ongoing compliance monitoring), and establishing the appropriate structures (like SPVs, trust accounts etc.). It also covers accounting and audit costs, as part of compliance (ensuring financial transparency). Additionally, we anticipate needing expert consultants or advisors at times for regulatory strategy, lobbying or interfacing with regulatory bodies, etc. Setting aside 10% helps ensure we can operate above-board in all respects and adapt to the legal landscape without financial strain.

Computer Equipment, Hardware and Software (approximately USD 7,125,000 - 34.47 %; To effectively establish and operate technology at 33 Thomas Street, NY, a robust integration of hardware, software, and connectivity is essential. Hardware should include high-performance servers, data storage units, and scalable cloud infrastructure capable of managing vast datasets. Networking equipment, such as routers, switches, and firewalls, must ensure secure and uninterrupted connectivity. In terms of software, advanced operating systems, database management solutions, cybersecurity tools, and analytics platforms are necessary to support seamless operations and protect sensitive information. Connectivity requirements demand highspeed fibre-optic internet and redundancy through secondary connections to maintain resilience against outages. Backup power solutions like UPS (Uninterrupted Power Supplies) and generators are also critical to minimize downtime. All these elements combined will enable reliable performance and robust technological operations at this strategic location.

(It’s worth noting: if some categories end up needing more funding and others less, management has discretion to reallocate among these uses to meet business needs, except that we intend to stick roughly to this high-level plan. For example, if platform development runs under budget but marketing opportunities abound, we might funnel extra into marketing. Conversely, if a fantastic IP deal arises that requires more capital, we might use more of the project financing pool than initially planned.)

The above allocations total 80% of the offering.

The remaining 20% of proceeds (approximately USD 5,000,000) is effectively held as a contingency reserve and the IPO costs. We recognize that unforeseen expenses or opportunities may arise. Having a contingency ensures we are not caught short. This reserve could cover, for instance, cost overruns in any category, or be used to capitalize on an unexpected strategic opportunity (like acquiring a complementary technology or a stake in an important IP marketplace, if that chance appeared). If not used, it remains as additional working capital.

Additionally, out of the gross USD 25 million, we will pay the offering expenses (which are separate from the categories above). Offering expenses include legal fees for preparing this PPM, any finder’s fees or commissions to brokers, escrow fees, filing fees, marketing expenses specifically for this capital raise, etc. We estimate total offering expenses (including potential commissions up to 10%) to be around USD 2.5 million if fully subscribed (assuming the full 10% selling cost in worst case). These expenses are taken off the top of the gross proceeds. Therefore, the net proceeds available for the above business uses might be around USD90 million (if 10% costs), or

more if we pay less in commissions (since we are raising some funds directly, we hope to keep costs lower). For planning, we have assumed a net of around USD90 million. We have structured the above use of funds percentages off the net amount to ensure coverage. (For clarity: the percentages listed were of the total USD 25M, but if net is slightly less, we’d scale down amounts slightly or dip into that contingency to make up the difference.)

Burn Rate and Runway: Based on our current financial model, a USD 25M raise (with around USD90M net) gives us a runway of approximately 3-4 years at our planned burn rate, even without revenue. However, our plan is to start generating revenue by 2026 through transaction fees on IP offerings. Those revenues will begin to offset operational costs. If we hit our growth targets, we aim to achieve breakeven profitability possibly by year 3 post-launch (2028 or so). If revenues materialize, the funds last longer or can be reinvested in further growth or returned to investors via buybacks/dividends in the long term. Conversely, if growth is slower, this substantial capital reserve gives us time to pivot or adjust without immediate insolvency risk. We believe raising this amount now, rather than smaller tranches, allows us to aggressively pursue the market opportunity and is still confidence in clients that we have staying power.

We will monitor the use of proceeds and maintain flexibility. The Board of Directors and management will regularly review financial statements to ensure that expenditures align with the strategic plan and that the company remains adequately capitalized for forthcoming needs.

In conclusion, the funds from this offering are earmarked to build IPSE into a fully operational, revenue-generating enterprise. By funding technology, deals, marketing, and compliance appropriately, we aim to maximize the likelihood of success and, ultimately, create significant value for investors. Any material deviations in use of proceeds from the plan outlined above will be communicated to investors if they arise.

Investors should note that the actual allocation of funds may vary based on circumstances. The above is our best estimate and intention at this time. Management reserves the right to reallocate funds in the best interest of the Company to meet business objectives, except that we will not use proceeds in a manner that is materially different from what is presented without good reason.)

Contingency Reserve (unallocated buffer) & IPO Costs $ 5,000,000

Offering expenses to raise the funds, estimated up to USD 25,025,000 or 10%, will be paid out of the gross proceeds before the above allocations. Net proceeds after offering costs are expected to be approximately USD 22,250,000 , which aligns with the above allocations plus contingency. By following this allocation plan, IPSE believes it will be well-positioned to meet its development goals and create a foundation for sustainable growth and profitability.

XVIII. Financing Description

This section provides additional details about the structure and terms of the offering and the securities being offered, expanding upon the summary given earlier.

The USD 20,025,000 financing is structured in two phases as part of a total USD 100 million fundraising initiative. This includes:

o USD 25 million allocated for the industrialization phase of the company.

o USD 75 million dedicated to establishing a perpetual corporation to secure the invested capital (https://perpetualcorporation.co/).

These two phases are evaluated separately, with the second phase of USD 75 million carrying a higher valuation. The perpetual corporation structure, backed by USD 75 million, promises an annual return of 12%, ensuring long-term security for the invested capital.

a) Offering Summary:

Securities Offered: Up to 10,000,000 shares of Common Stock of Intellectual Property Securities Corporation, par value USD0.001 per share.

Offering Price: USD 2.50 per share. The price per share has been determined by the Company’s management based on a post-money valuation of approximately USD1 billion for IPSE. This price is the same for all investors in this offering and will not be changed during the offering period (except possibly in the event of a future close of additional tranches if management decides to increase the offering size, but no such plan exists now).

Minimum Investment: USD 100,000 (40,000 shares). The Company may accept subscriptions for lesser amounts at its discretion, especially from strategic or highly qualified investors, but generally, USD 100,000 is the threshold to ensure an investor base of significant accredited investors.

Maximum Offering Amount: USD 25,025,000 (10,010,000 shares). The Company will not sell more than this amount in this offering without amending or extending the offering with appropriate notice. However, the Company reserves the right to close the offering at a lower amount if it chooses (for instance, if it decides to raise only USD80M and then stop, or if the offering period ends with less than full subscription).

No Minimum Offering (No All-or-Nothing Contingency): There is no set minimum number of shares that must be sold for the offering to proceed (except the internal escrow break at USD 25M described under Escrow). This is a best-efforts offering. The Company can conduct an initial closing once at least USD 25,025,000 is raised (meeting the escrow minimum) and may have multiple closings thereafter as additional subscriptions are accepted, up to the maximum. Each closing will result in the issuance of shares to investors whose subscriptions have been accepted at that time, and the Company will receive the corresponding funds.

Investor Qualifications: Only verified Accredited Investors (as defined by Rule 501 of Reg D) are allowed to purchase in this offering. Investors will need to provide verification of their accredited

status (for example, through third-party verification, CPA letter, etc.). Non-U.S. persons may be allowed to invest under Regulation S as long as they meet similar sophistication and financial standards, and their purchase will be in an offshore transaction complying with Reg S.

Offering Period: The offering will commence on the date of this Memorandum and is expected to remain open until the earlier of: (a) the sale of all 10,010,000 shares, or (b) December 31, 2025 (which is the targeted final closing date). The Company may choose to close the offering earlier if fully subscribed or for any other reason (with board approval). The Company also reserves the right to extend the offering beyond Dec 31, 2025 by up to 180 days (i.e., until mid-2026) at its discretion if subscriptions are still being processed or pending, but will not extend beyond that without updating offering materials.

Use of Proceeds: See “Use of Funds” section (XVII) for detailed allocation. In summary, proceeds will be used for platform development, financing IP deals, business expansion, and working capital. None of the proceeds are earmarked to go to any existing shareholder (no secondary sales in this offering).

Capitalization Post-Offering: If fully subscribed, the Company will have 25,000,000 shares outstanding. The new investors collectively would own 10% of the Company (common stock) as a group, as detailed earlier, and existing holders 90%. Investors in this offering will have rights identical to those of existing holders of common stock.

Voting Rights: Each share of common stock has one vote on all matters submitted to shareholders. There are no cumulative voting rights. As noted, because existing management will retain ~90% of shares post-offering, they will effectively control stockholder votes (e.g., election of directors, approval of major corporate actions).

Dividends: The Company has not declared or paid any dividends to date (being a startup focused on growth) and does not anticipate paying dividends in the foreseeable future. Any future decision to pay dividends will be at the discretion of the Board of Directors and will depend on the Company’s earnings, financial condition, capital requirements, and other relevant factors. Investors should not expect dividend income and should invest primarily for potential capital appreciation.

Investor Rights: The shares being sold are common stock and do not carry special rights or preferences. They are not preferred shares; thus they have:

No liquidation preference: In the event of liquidation, common shareholders are last in line after all creditors and any possible preferred stockholders (though we have no preferred currently).

No redemption rights: Investors cannot force the Company to buy back their shares.

No conversion rights: The shares are already common stock, not convertible from any other instrument.

No anti-dilution rights: If the Company later issues more shares (whether at higher or lower valuations), investors in this round do not have anti-dilution protections. Their percentage ownership can be diluted by future issuances (though any significant issuance would likely be for capital that presumably increases company value or for stock options that were planned).

Right to information: As a Reg D investor, you will receive annual reports and any other updates the Company provides to its shareholders. You also have the right to inspect certain corporate records under Delaware law (subject to conditions) and to receive notice of shareholder meetings.

Plan of Distribution: The shares are being offered by the Company on a best-efforts basis. The Company’s management (particularly the CEO and President) are directly contacting potential investors (through presentations, pitch meetings, etc.). Additionally, the Company has engaged (or may engage) licensed brokers as finders for portions of the raise, who will be compensated with a commission (within the 10% selling cost budget). There is no firm underwriting commitment to purchase unsold shares. The offering is being generally solicited under Rule 506(c), meaning the Company is allowed to advertise the offering to the general public, provided sales are only made to Accredited Investors. Investors will subscribe by filling out a Subscription Agreement (Exhibit A) and related documents and transmitting funds to the designated escrow account. The Company reserves the right to reject any subscription in whole or in part (for example, if an investor cannot adequately prove accredited status, or if the subscription comes after the max has been reached, or any other reason at management’s discretion).

If the offering is oversubscribed (i.e., subscriptions for more than 10,000,000 shares are received), the Company will determine how to allocate shares. Likely, subscriptions would be accepted in the order received until the maximum is reached, and any excess funds for oversubscriptions would be returned to those investors (or the Company could proportionally reduce allocations if it chooses to accept partial from each, but that’s less common in such private rounds). The Company may also choose, in event of high demand, to increase the offering size or do a separate follow-on offering; however, any such change would be communicated and done in compliance with securities laws (possibly requiring an amended memorandum).

Closing Mechanics: As described in “Escrow of Subscription Funds,” investor funds will initially go into escrow. Once the escrow minimum (USD20 million) is reached, the Company can proceed to an initial closing and break escrow, obtaining those funds and issuing shares to those investors as of that closing date. Thereafter, the Company may hold additional closings (rolling closings) as funds come in, say on a monthly or bi-weekly basis, until the final closing. At each closing, new shares will be issued to the newly accepted investors. Each investor will receive a stock certificate or electronic confirmation of ownership after their closing (the Company maintains a stock ledger; physical certificates can be issued on request, or the shares can be recorded in book-entry form).

Par value per share: USD 0.001

Minimum investment USD 100,000

Selling commission: Up to 12%

b) Description of Shares (Rights and Restrictions)

The Common Stock of IPSE being offered has the following key characteristics:

Voting Rights: One vote per share on all matters presented to stockholders. Shareholders vote to elect directors and on other major matters such as amendments to the Certificate of Incorporation, potential mergers or sale of the Company, etc. There are no special voting classes; no cumulative voting (so majority holders effectively control board elections).

Dividend Rights: Common shareholders are entitled to receive dividends if and when declared by the Board out of legally available funds. As noted, we do not anticipate dividends in the near future, as profits (if any) are likely to be reinvested in growth. If in the future dividends are declared, common shareholders would receive them on a per-share basis equally. There are no fixed dividend rates or preferences.

Liquidation Rights: In the event of liquidation, dissolution, or winding up of the Company, after all liabilities are paid and any preferential amounts owed to any future preferred stockholders are paid (currently none), the remaining assets would be distributed to common stockholders on a pro rata basis. Since no preferred stock is currently outstanding, common would share pro rata after creditors in today’s scenario. However, the Company retains the ability to issue preferred stock in the future which could have liquidation preferences senior to common (with appropriate approval and amendment of the Certificate of Incorporation).

No Preemptive Rights: Current common stockholders (including new investors) do not have preemptive rights. This means you do not have an automatic right to buy a pro rata portion of any future securities issuance to maintain your percentage ownership. If the Company issues new shares in the future, your ownership percentage may be diluted, and you would only participate if you separately negotiated involvement or were specifically offered to invest in that round.

No Redemption or Conversion: The common shares are not redeemable by the Company (the Company cannot force you to sell them back, except in extraordinary corporate events such as mergers where you’d get the merger consideration) and not convertible into any other securities. They will remain as common stock unless you decide to sell them or a corporate transaction changes their nature.

Transfer Restrictions: The shares being sold in this offering are “restricted securities” under the Securities Act. This means they cannot be resold or transferred unless they are registered with the SEC (which likely won’t happen until maybe an IPO) or unless an exemption from registration is available. Typically, Rule 144 would allow resale by non-affiliates after a 1-year holding period

(assuming the Company remains a non-reporting company, or 6 months if we become an SECreporting company, subject to certain conditions). Also, as we’re using Rule 506(c), you can generally only resell these shares to other accredited investors or in another exempt transaction for the foreseeable future. The Company’s bylaws and the Subscription Agreement also impose that any transfer must comply with applicable law and may require an opinion of counsel or other certifications to ensure the exemption. Additionally, the Company’s Right of First Refusal on transfer (mentioned in Conflicts section) means that if you find a buyer for your shares, you may need to offer the Company the chance to buy them on the same terms first (this is a typical provision in many startup bylaws to control shareholder base, though the existence of it should be confirmed by reading our bylaws/Shareholders’ Agreement if any – currently, we intend to implement a ROFR policy). Investors should be aware that these shares will not be liquid.

Board Nomination Right for Large Investors: The Company has instituted a policy that any single new investor who invests at least USD 10,010,000 in this offering (i.e., 1,000,000 shares or 10% of the round) may be granted the right to nominate one individual for election to the Board of Directors. This is not an automatic seat, but the Board will in good faith consider and, if appropriate, recommend shareholders to elect such nominee. This right is intended to give a significant investor a voice in governance. (If multiple investors each invest USD10M+, each would have a right to nominate, but it would remain subject to overall board size limits and election by shareholders). So far, no single outside investor has committed that level; should it happen, the board size might be expanded to accommodate such representation. This nomination privilege is being offered to incentivize larger commitments and reassure big investors that they can be directly involved. All investors, regardless of size, will have normal voting rights to vote on all director elections.

Registration Rights: Investors in this round do have contractual rights to force the Company to register their shares for sale (such as demand or piggyback registration rights). Here, you’ll rely on eventual company decisions to go public or other liquidity events to achieve liquidity, or on exemptions like Rule 144 for private resale after holding period. The Company may choose to offer registration rights in a future financing to institutional investors too if that becomes necessary, which could benefit indirectly if those investors push for an IPO, but none are in place now.

Information Rights: As a non-public company, IPSE is not required to file financials with the SEC yet. However, as per the Subscription Agreement, we will provide annual financial statements to investors within 180 days of fiscal year-end. We may also provide periodic updates (e.g., quarterly highlights or semi-annual financial summaries) at our discretion or as promised. If the Company becomes subject to the reporting requirements of the Securities Exchange Act (for example, postIPO or if we exceed certain thresholds of shareholders/assets and don’t go public), then we would begin filing 10-Ks, 10-Qs, etc., which would satisfy delivering info to investors. Until then, we commit to transparency through direct communication.

Treasury Shares & Future Issuances

: Any shares not sold in this offering remain authorized but unissued (or in treasury) at the discretion of the board and may be issued in future financing rounds, stock option exercises, or other purposes. Issuances will not dilute existing holders (as described) as issued from the treasury

In essence, the common stock you are buying is standard common equity in a private company. It carries the typical risks and limitations of such: lack of liquidity, minority position (unless you

invest a very large amount) with limited control, and dependence on the overall success of the company for value.

We can sell up to 11.80% of the company stock (in treasury)

After completing this offering and if fully subscript, 1,790,000 treasury shares will be outstanding. Each share has one vote.

However, if you buy at least USD 10,000,000 in stock, you may nominate a person to the Board of Directors.

There are no preference shares, nor is it expected that any will be issued. You may not redeem or convert these shares.

Both the currently outstanding shares and those to be issued after completing this Offering are fully paid and non-assessable.

Will dividends be paid on the shares, and if it is missed, will it be cumulative? Shareholders may receive dividends when declared by the board of directors out of legally available funds. We have not yet distributed any such profits. The board of directors decides any future profit distributions. If the company is dissolved, assets available for distribution will be distributed among shareholders proportionately to their shareholdings.

c) Dilution (Ownership and value Dilution)

Purchasers of common stock in this offering will experience no dilution in the net tangible book value of their shares from the offering price, but may in the future, after the IPO as explained in Risk Factors and below with some numeric illustration.

Prior to the offering, our net tangible book value (total tangible assets minus total liabilities) is minimal – the Company has primarily intangible assets (incomplete software, business plan) and only a small amount of tangible assets (cash from seed funds, office equipment). The 2024 Financials (under final revision) shows a total of USD 10,437,297 as of a recent date, net tangible book value which with 90,000,000 shares outstanding is effectively ~USD0.1159 per share net tangible book value. This is essentially near zero.

After receiving net proceeds from the offering (let’s assume USD 22,475,000 net after expenses for simplicity) and issuing 10,000,000 new shares, the pro forma net tangible book value of the Company would increase significantly but would still be much less per share than the USD 2.50 price paid by investors:

Pro forma net tangible book value (post-offering) would be approximately the pre-offering net tangible assets (USD 10M) plus the new net cash (USD 25M) = ~USD 35 million.

Total shares post-offering = 25,025,000.

Pro forma net tangible book value per share = ~USD 35M / 100M shares = USD 0.35 per share.

Thus, investors in this offering who pay USD 2.50 per share will have purchased shares with an effective book value of about USD 0.35 per share immediately after the offering. This represents an immediate dilution in net tangible book value of approximately USD 2.15 per share, or about 86% of the purchase price, to new investors. In other words, the net tangible assets backing each share after the offering will equal only about 9% of the price new investors paid.

Meanwhile, for existing shareholders, the transaction is accretive in terms of book value: Their net tangible book value per share will jump from essentially USD 0.1159 to USD 0.35. This is an increase of ~USD 0.2341 per share for existing holders, effectively representing that the new investors’ infusion of cash has significantly increased the asset base supporting the existing shares (albeit at the cost of giving up ownership percentage).

This dilution is typical for a startup raising money at a high valuation relative to current book value – most of the Company’s value is in expected future prospects (intangible) rather than present book assets. The USD 2.50 offering price reflects management’s expectation of future earnings and growth, not current book value.

It’s important to note:

Ownership Dilution: If you invest in this round, you will own a smaller percentage of the Company than the percentage of total funds you contributed might imply. For instance, investing USD 2,5 Mio of USD 25 Mio (10% of the money) gets you 1% of the equity (if fully subscribed). That matches money vs equity in this round, but relative to the whole company, you are joining existing owners. An extreme example: if an investor put in the entire USD 25Mio, they’d get 10% of the company (because that’s what 10 Mio shares represent out of 100 Mio), meaning existing parties collectively value their pre-money stake at USD 250 Mio. So new money is getting a small slice of a hopefully much larger pie in future.

Future Dilution: If the Company issues more shares after this offering – for example, if we later issue equity in an IPO or another private round, or if we issue stock options to employees that get exercised – those events will further dilute the ownership percentage of all existing shareholders, including those purchasing in this round. We currently plan to reserve ~10% for options (not yet issued), so as those options are granted and exercised, they could dilute shareholders by up to ~10%. Additionally, if we raise additional capital, depending on the price and amount, that will change percentages. We will seek to raise future funds at higher valuations (so while percentage may dilute, ideally each share’s value increases, mitigating economic dilution).

Economic Dilution: There is also the concept of dilution in terms of value per share, not just book value. If the Company performs well, the hope is that the actual market value per share (not just book value) increases beyond USD 2.50, giving new investors an unrealized gain. If the Company performs poorly, the value could drop below USD 2.50 (representing a loss). Initially, since there is no public market, the “value” is basically what was paid (USD 2.50), but future financing or events will signal value. The USD 0.35 book value is not indicative of what the share is worth –it’s just an accounting measure. The true value will depend on the Company’s ability to generate profits and growth.

For context, if we project out (hypothetically): Suppose in a few years IPSE is generating healthy cash flows and achieves a successful IPO at, say, USD 20.00 per share. At that time, book value might still be lower than USD 20.00 but investors may pay a premium for future growth. Early investors who paid USD 2.50 would see a market value increase to USD 20.00 (though their ownership % might be lower due to issuing more shares). On the other hand, if the Company fails to gain traction, the value could stagnate or fall, and initial investors might not recoup their investment.

In summary, new investors will experience immediate dilution from the offering price in terms of book value per share. They will also be minority owners in a company where existing insiders hold most votes. This is a normal scenario for venture-stage investments – the upside for investors is the potential that the value of their shares will grow significantly as the Company executes its business plan, making the initial dilution relatively unimportant in hindsight. However, there is no guarantee that will happen.

All prospective investors should carefully consider this dilution information. By participating, you acknowledge that a large portion of the price you are paying is for the Company’s future prospects and intangibles rather than current net assets.

Additional Note on Future Equity Plans: If we later issue preferred stock (for example, to venture investors or strategic partners), those could come with preferences that effectively dilute common in liquidation or dividends. Currently we have no preferred, so common bears all risk and reward pro rata. We do have authorized blank-check preferred (the Certificate of Incorporation authorizes the Board to create series of preferred stock if needed, though none issued yet). If we ever offer preferred, it may be to large strategic or institutional investors with terms that could be disadvantageous to common (like liquidation preference that means they get paid back before common gets anything on a sale). That could further dilute effective value for common. We would weigh such issuance carefully against the benefit of the capital or partnership it brings.

d) Determination of the Share Price

The USD 2,5.00 per share offering price was determined by the Company’s management and Board of Directors based on a number of factors, rather than any established market price (since no public market exists). Key considerations in determining the price included:

Business Potential and Market Size: We assessed the enormous size of the potential market for IP securitization and IP financing. Our belief is that if IPSE captures even a modest fraction of IP financing globally, the Company could be worth multiple billions of dollars. The USD1 billion postmoney valuation (USD2,5/share with 25M shares) was chosen to reflect an aggressive yet plausible future value, discounting back to present given the stage. Essentially, management’s view is that IPSE has “unicorn” potential (a startup that can exceed USD1B in value) given its unique business model and first-mover advantage.

Comparable Companies and Transactions: While there are no exact peers, we looked at valuations of fintech platforms, crowdfunding companies, and intellectual property monetization firms. Companies like those in the crowdfunding space (e.g., AngelList, if known, or Real estate fractional ownership platforms) have achieved substantial valuations based on revenue multiples. Also, we considered the intangible asset of our patented method – novel tech companies often get priced high despite low current assets due to IP/patents (for example, blockchain platforms or fintechs raising at USD500M-USD1B valuations pre-revenue in recent years). This gave some confidence that a USD1B valuation could be within reason to investors bullish on disruptive fintech.

Amount of Capital Sought: We knew we needed on the order of USD25M to fully implement our plan robustly. Pricing the round at USD2,5/share and 10M new shares means giving away 10% of the company for that capital. The Board felt retaining 90% for existing stakeholders and giving 10% for USD25M was a fair trade-off, balancing dilution against funding. If we priced lower (say USD5/share, USD100M would mean selling 20M shares or ~18% of company), that would dilute us more. If we priced much higher (say USD20/share, selling only 5M shares), we worried it might be too rich for investors at this stage. So USD10 was a compromise to attract serious investors while preserving our equity.

Intellectual Capital and Team Value: A significant part of the valuation is attributed to the experience and reputation of our management team (e.g., Marc Deschenaux track record, Jeremy Oades finance background, Dourgam Kummer structure finance & corporate management, etc.) and to the groundwork already laid (patents filed, platform prototype, advisory board assembled). We assigned a substantial qualitative value to these intangibles – believing that with this team, the probability of building a high-value company is elevated.

No Current Revenues: Admittedly, USD2,5/share has no connection to current revenues or earnings (since we have none). Traditional valuation metrics like P/E or even discounted cash flow are not applicable at this seed stage. Instead, this is akin to a “venture” valuation where investors are buying into a vision and future potential. We acknowledge the valuation is ambitious, and early investors must share our confidence in execution. The price was set with that forward-looking stance, anticipating that by 2026-2027, if all goes well, the Company’s revenues and market traction will justify and exceed this valuation (which would be reflected in later funding rounds or an IPO at higher share prices).

Negotiation & Investor Feedback: Initially, management considered pricing in a range (for example, we contemplated a pre-money valuation between USD800M and USD1B). We also looked at raising possibly USD50M at a lower valuation vs USD25M at a higher one. Through preliminary talks with a few potential lead investors and the feedback from our advisors, we leaned toward raising more now to fully fund the plan (reducing funding risk) and those potential investors indicated that a double-digit price could be acceptable if we can show the path to significant revenue in a couple of years. Ultimately, we set USD2,5.00 as a clear round number that simplifies the raise (psychologically, it positions future milestones like “we aim to be USD20 next round, USD30 at IPO” etc.). There was no formal third-party valuation (like from an investment bank or valuation firm) – it is an internal decision.

Investors should be aware that this price is arbitrarily determined by us and does not necessarily reflect an independent market valuation. It is possible that in a secondary sale or if the shares were trading, the price could differ. For instance, if the Company fails to meet milestones, the fair value might be much lower. Conversely, if we perform better, the price might seem low in hindsight.

No Public Market: Since no public market exists, it is difficult to ascertain what “market price” might be. The initial price any outside investor pays effectively sets an implied market value (in this case, USD1B). It’s a high target, but one we think is reachable in time. We also note that because investors are locked in, short-term market fluctuations are moot; what matters is longterm enterprise value at exit.

Risk of Overvaluation: If USD2,5 is too high relative to our progress in the next couple of years, future financing might occur at a down round (lower share price), which could significantly dilute current investors more severely (because more shares must be issued to raise needed capital). We sincerely aim to avoid that by executing well. However, investors should consider this risk. In essence, the USD2,5 price assumes a lot of future success – if that doesn’t pan out, later investors may demand a lower price, which can erode earlier investors’ percentage and value.

In summary, the offering price is set by management's judgment of the Company’s future and strategic considerations in fundraising. It is not based on assets or earnings at present. You should not consider the offering price as an indication of the actual value of the Company’s shares. After the offering, the shares may have a realizable value more or less than USD2,5 (if any market or transaction develops). The value will ultimately depend on our ability to execute our plan and the market’s perception of our success in the future.

The offering price of the shares is not necessarily related to our assets, book value, or potential earnings.

e) Incremental Share Price (Milestone-Based Pricing Stages)

To recognize the different stages of risk and progress in our development, IPSE has conceptualized a framework of incremental pricing milestones for its shares. This means that as the Company achieves certain milestones, any future issuance of shares may occur at higher share prices to reflect the reduced risk and increased value. Early investors who come in at this stage (USD2,5) are taking the most risk (pre-revenue, pre-launch) and thus have an opportunity for the greatest upside. Later investors would invest at higher prices, reflecting the progress made. Below is a table illustrating our targeted valuation milestones and corresponding share prices (please note these are not guarantees, but management’s targets for future financing rounds):

Initial Funding Round (current stage)

“To obtain financing & build platform”

Next Funding Round (if needed, after initial milestones)

“Platform Launched & initial deals”

Subsequent Growth Stage (pre-IPO)

“To scale operations & grow revenue”

Public Offering (IPO Target, 2027 est.)

“To provide liquidity & growth capital”

USD 1,000,000,000 (post-money)

USD 10,000,000 per 1%

USD 2,000,000,000 (projected)

USD 20,000,000 per 1%

USD10.00 per share (current offering)

USD20.00 per share (projected future price)

USD 3,000,000,000 (projected)

USD 30,000,000+ per 1%

USD 5,000,000,000 (hypothetical)

USD 50,000,000 per 1%

USD30.00+ per share (future potential)

USD50.00 per share (illustrative IPO price)

(The above table is illustrative of management’s internal goals. The actual valuations and share prices at each stage will depend on Company performance and market conditions. The only fixed price at this time is the current USD2,5.00 offer.)

The rationale is that:

• USD 2,5.00/share now when the concept is unproven rewards those willing to step in early.

• If we successfully launch the platform and complete a few securitizations by 2026, we will aim for any next round of funding (if we even need one) at a significantly higher valuation, perhaps USD 20.00/share or more, reflecting that we’ve moved from concept to operational business (thus de-risked to some extent).

• As we then scale revenues through 2026-27, we might not need another private round if cash flow is sufficient, but if we did or if secondary transactions occurred, one could envision USD30/share or higher if growth is solid.

• By the time of a potential IPO (which we tentatively imagine around 2027 or 2028, assuming favourable markets), we’d like to see a valuation that rewards all early backers – something like USD50/share as a bold target (which would imply a multi-billion valuation). These stage prices are not locked in legally, but they serve to guide how we think about future financing. We want early investors to know that we intend for their belief in us to be rewarded by later investors paying more.

To formalize fairness: if the offering remains open in stages (say we don’t close the full USD25M at once, but raise USD50M now and leave it open a bit longer as milestones are hit), we reserve the right to raise the share price for later investors. For example, the board could decide that after we close on USD50M and we’ve achieved X milestone, any subsequent closings will be at USD12 or USD15 per share. This hasn’t been implemented currently (the plan is one price for this round), but we want to be transparent that once certain milestones are achieved, we won’t continue selling equity at the same low valuation — we’d adjust upwards to reflect added value.

If any dispute arises as to whether a milestone was achieved and thus a new price applies, the Company’s Board will make a determination. In extreme cases, if needed, an arbitrator could be involved to settle disagreements on which stage the Company is in (but we find that unlikely; more relevant if, say, an investor had an option to invest more at a previous price and we argued milestone passed — however, we have no such contract with anyone currently).

Any shares not sold in this offering (if we decide to not sell the full 10M) will remain in the treasury. The Board may decide to hold back some shares to sell later at a higher price if we don’t urgently need all USD25M now. For instance, maybe we close on USD80M which suffices for now and choose to pause the raise — we might then in a year offer the remaining USD20M in shares at a higher price once we have results. This strategy would minimize dilution and maximize proceeds. Again, that’s contingent on circumstances and isn’t the current plan, but it illustrates how stage pricing could work even within the broader USD25M target.

In essence, earlier = cheaper, later = more expensive as risk reduces. This approach tries to balance fairness between early and late investors. Early investors accept greater uncertainty, so they get the benefit of a lower entry price and more upside. Later investors will have more proof and thus pay a premium for that lower risk.

To ensure clarity: for this current offering, all investors coming in now (before we formally move to a new pricing stage) will pay USD2,5.00. If we do decide to increase the price at some point (for a subsequent tranche), that will be communicated in an amended offering memorandum or supplement, and it would only apply to new subscriptions going forward, not retroactively.

In summary: We intend to raise the share price in future fundraising stages to reflect milestone achievements, thereby compensating early investors for their risk. This incremental approach to pricing is a strategy to avoid giving away too much of the company at a low valuation once value has been demonstrably added.

Important: while these are internal targets, there is no guarantee the Company will achieve milestones or that if it does, the market will actually accept higher valuations. Future share prices will ultimately be whatever new investors agree to pay, which is beyond the direct control of current management.

Treasury Shares: Any shares unsold remain authorized and unissued (treasury). We will not issue them below USD2,5 absent extraordinary reasons once this offering close, to avoid undercutting current investors. Either they’ll be used at higher price or not used.

These incremental prices aim to compensate earlier investors for accepting greater risks and investing earlier. Investors who wait until certain milestones are achieved will pay a higher subscription price, reflecting lower risk and greater likelihood of success. These stage prices were objectively determined based on the company's business development. In case of disputes over which price is applicable, the decision of the arbitrator (in arbitration proceedings) will be final. Any unsold shares will be held in the company's treasury.

f) Initial Investment

The founders’ initial contributions to the Company have been converted into equity, aligning their interests with the success of IPSE. At the time of incorporation, the founding team (Marc Deschenaux and other co-founders) invested a combination of cash, intellectual capital, and sweat equity:

Cash Investment: The founders collectively contributed a nominal amount of seed capital (approximately USD100,000 in aggregate) to cover incorporation costs, initial legal fees, and prototype development expenses. In exchange, they were issued founding shares at a very low per-share cost (effectively a fraction of a penny per share, reflecting the Company’s start from scratch).

Intellectual Property and Concept: Marc Deschenaux contributed the core business concept of IIPRO and any related intellectual property or know-how he had developed regarding IP securitization. This contribution was not a formal patent at that time (the patent application was filed afterward in the Company’s name), but his expertise and network were critical intangible assets. Similarly, other team members brought valuable relationships (e.g., connections to industry, potential client leads) and reputational capital.

Work and Time: For the first many months, the founders did not draw any salary and effectively “bootstrapped” the company’s progress by dedicating their time without compensation. This sweat equity was recognized via their stock ownership.

In recognition of these contributions, the Company issued a total of 90,000,000 shares of common stock to the founders and early team (and a handful of early advisors and seed supporters) as of prior to this offering. There was no formal debt or note that needed conversion; it was direct equity issuance in the beginning. Essentially, that initial capitalization gave the founders 100% ownership at the outset.

No founder or insider holds any convertible debt or rights that need to be paid off from the offering proceeds. The Company carries no debt, and certainly none owed to founders. All early expenses have been covered either by the initial cash in or by deferring pay.

To reiterate, none of the proceeds of this offering will go to any founder or existing shareholder. It all goes into the Company’s treasury to fund operations. The founders’ return on their initial investment will only come through the appreciation of their equity as the Company grows (or if someday they sell some stock in a liquidity event). They are not cashing out in this round.

By converting all initial efforts and ideas into equity, the founders have demonstrated commitment to the long-term value of IPSE. They will only benefit financially if the Company’s valuation increases beyond this USD1B mark, aligning them with new investors who also need that growth for a return.

It’s worth noting that those founder shares are subject to vesting in some cases: The Company implemented standard vesting agreements such that if a founder were to leave early in the life of the company, they wouldn’t keep all their shares. For example, Marc’s shares vest over a 4-year period from founding (starting 2024), meaning if he were to depart after 1 year, a portion of his shares would be forfeited or subject to repurchase by the Company. This is to ensure continuity of leadership. As of now, all founders remain fully involved, so it’s a formality, but it provides protection to new investors that key people can’t walk away with a large chunk of stock without contributing through the critical early years.

All initial stock issuance to founders and others was done in compliance with applicable exemptions (Section 4(a)(2) and Rule 506(b) at the time, as they were all insiders or sophisticated individuals). Those shares are restricted like yours will be, but they have been held since 2024.

In conclusion, the founders have “skin in the game” primarily in the form of their equity. They do not expect reimbursement of past expenses (beyond trivial amounts already settled) and will not receive any special dividends or distributions from the raised funds. They are looking to build equity value. This should give investors’ confidence that management’s interests are aligned with theirs: everyone benefits from making IPSE a success.

g) Guarantees

The Company is not providing any guarantees to investors in this offering. There are no guaranteed returns, no guaranteed minimum outcomes, and no personal guarantees by any officers or directors on behalf of the Company’s obligations.

Specifically:

No Principal Guarantee: The money you invest can be lost. The Company does not guarantee that you will get your principal investment back. This is an equity investment with risk of total loss.

No Return Guarantee: There is no guarantee of any dividends or profits. Future payouts depend solely on the Company’s performance and board decisions.

No Liquidity Guarantee: We cannot guarantee any liquidity event by a certain date (like an IPO or sale of the company). While we intend to pursue an IPO in the future if conditions are right, there’s no promise that it will occur or on what terms.

No guarantee of subscription acceptance: Until your subscription is formally accepted and closed, there is no guarantee the Company will accept your investment (for example, if the offering is oversubscribed or an issue with accreditation arises, etc., your funds would be returned instead).

No third-party guarantees or insurance: This investment is not insured by any government agency (unlike a bank deposit which has FDIC insurance). It’s not guaranteed by any third party. It’s purely at-risk capital.

Additionally, none of the Company’s obligations are personally guaranteed by the founders or anyone else. For example:

If the Company needed more money, founders aren’t required to put more in.

If the Company were to go bankrupt, you can’t claim against the personal assets of management or other shareholders (limited liability of corporation).

We emphasize this because some investment structures (like debt or certain preferred stock in other contexts) may have guarantees or security; here you are buying common stock, which has the lowest priority and no guarantees.

The only marginal “guarantee”-like promise the Company is making is to refund investor funds if their subscription is not accepted or if the minimum escrow condition (USD20M) isn’t met by a certain time and the offering aborts (in which case we’d refund under escrow terms). However, since we set our own minimum, we intend to proceed as long as we hit that.

Personal Guarantees by Management: None. The success of this venture relies on management’s efforts, but they have not underwritten the investment with any of their personal finances to reduce investor risk. (One might consider that since management’s wealth is tied up in their equity, they’re “guaranteeing” effort and alignment, but legally there is no guarantee of performance.)

Collateral or Security: This is not a secured investment. We have not pledged any assets of the Company as collateral to investors. All Company assets remain for general corporate purposes and to potentially secure company debts if any in future (though we have no significant debt now).

Equity investors have a residual claim on assets after creditors, without any asset specifically earmarked for them.

In summary, investors should invest only if they understand that this is a 100% risk investment with no guarantees of any return or safety. The reward is entirely dependent on the Company’s eventual success, and the risk is loss.

h) Conditions of the Offering

The Company has set certain conditions for this offering:

Right to Cancel: The Company reserves the right to cancel or withdraw the offering at any time before the closing for any reason (for example, if market conditions deteriorate or if we decide to pursue an alternative financing strategy). If the offering is cancelled, all subscription funds held i separate would be returned to investors without interest.

Right to Reject: The Company may reject any subscription, in whole or in part, in its sole discretion. Reasons might include: the investor does not meet accreditation requirements, issues discovered in background checks (if any), oversubscription, or if the Board deems it not in the Company’s interest to accept from a particular investor (e.g., competitive conflict or legal restrictions).

Regulatory Compliance: Completion of the offering is conditional on compliance with all applicable securities laws and regulations. If for any reason our exemption under Reg D were in jeopardy, we would pause or terminate the offering until resolved. Also, certain states might impose their own notice filings; we are handling those (blue sky filings in relevant states under Rule 506 pre-emption where needed). We’re not aware of any regulatory issues at this time.

Board Approval: The offering and the issuance of shares have been approved by the Board of Directors. Any material changes (like extending the offering beyond stated period or increasing amount) would likely be subject to further board approval and possibly notice to investors.

Minimum Escrow Condition: We have established that the offering will not close until at least USD20,000,000 is raised (minimum proceeds). This is essentially a condition that ensures we raise a meaningful amount, or we return funds. If by [some date, e.g., October 31, 2025] we have not raised USD20M, the Company might terminate the offering and release investors from their commitments (returning escrowed funds). Presently, interest from some lead investors suggests we will meet this easily, but it’s there as a safeguard.

Offering Period Extension: The offering end date (Dec 31, 2025) can be extended by up to 180 days by sole decision of the Board (as mentioned). That extension is a condition we’ve built in so we’re not forced to close at a bad time. We will not extend beyond ~mid-2026 without either closing what we got or formally updating offering documents (which would in effect be a new offering).

No Material Adverse Change: Implicitly, if a major negative event occurred to the Company (e.g., loss of key patent case, etc.) before closing, the Company would likely either withdraw/cancel or update this Memorandum. We treat this as a condition – we wouldn’t knowingly close on funds after a material adverse change without informing investors. So effectively, condition is that no such undisclosed adverse change has occurred prior to a closing.

The Company’s Board of Directors has the authority to make final decisions regarding the termination or modification of the offering conditions. For example, if we decided USD15M raised is sufficient to break escrow, the Board could waive the USD20M condition and proceed (but currently, we set USD20M intentionally, and we don’t foresee waiving it unless perhaps very close and have momentum).

Investors’ Acknowledgment: By subscribing, investors acknowledge that the offering is subject to these conditions and that if conditions are not met, their investment may not be accepted and will be returned.

We underscore that the Company can terminate the offering at any time prior to closing for any reason, even if some shares have been sold (in which case subsequent closings wouldn’t occur). If for instance the board decided halfway through that raising the full amount might not be necessary or that different financing is available, they could cut it off.

After the offering, even if fully subscribed, the Board, at its discretion, can decide to not utilize all funds immediately or even to return some capital via buybacks if circumstances warranted (this is hypothetical and unlikely, but legally possible if, say, an investor’s money was taken and then a regulatory concern meant we’d rather not have them as shareholder; we might rescind that sale –but that’s a niche case, covered by our right to rescind erroneous sales if needed).

No

Material Changes to Terms: If we needed to make a material change to the terms of the offering (like share price or amount) after investors have subscribed, we would likely have to circulate an updated memorandum or obtain investors’ consent because you invested based on certain terms. Minor clarifications or deadline extensions (within allowed range) we can do with notice, but significant changes would either not be made midstream or would allow investors to reconfirm or rescind.

Multiple Closings Condition: The offering does not require one single closing at end; we can have interim closings. Once your funds are closed upon (accepted and shares issued), those shares are yours and will not be affected by subsequent closings except for dilution of additional shares being issued to others. If by final close we ended up selling fewer than 10M shares (say 8M shares for USD80M), the offering would conclude with that amount and the Company would not be obligated to sell more or otherwise compensate investors for not reaching the maximum.

Finally, the Board may cancel any unissued shares allocation. For instance, if we only raise USD80M as above, the remaining 2M shares authorized for this round remain unissued and the Board could decide to leave them authorized for future use or reduce authorized shares accordingly at next opportunity.

Expiration: If the offering period ends (including any extension) and we haven’t sold all offered shares, the offering will expire as to the unsold shares. We won’t take further subscriptions beyond that point unless a new offering is launched with updated terms.

Rights if Canceled: If the offering is canceled or an investor’s subscription is rejected or not fulfilled, that investor’s sole right is to receive back their subscription amount (without interest, and minus any bank wire fees if applicable). They won’t have any claim for damages or lost opportunity or such – this is standard, as the risk of not closing is part of subscription.

Board’s Right to Unilaterally End Offering Early: As mentioned in End of Offering in the previous content (section XVIII Conditions), we may end the offering when the board decides or when fully subscribed or on the date or extended date, whichever comes first. That is explicitly stated to manage expectations.

To summarize, the offering is subject to various conditions chiefly aimed at regulatory compliance and prudent fundraising practices. The Company can call off or adjust the offering as needed within those bounds. Once you invest and are accepted, there aren’t further conditions attached to your ownership (you own the shares outright), but until acceptance, these conditions protect both you and the Company.

a) End of offering

The sale of all the shares in this private offering is expected to take up to 6 months.

We may end the offering of shares when:

(i) we decide;

(ii) all the shares have been sold;

(iii) December 31st, 2025

We may not extend such dates for more than 180 days.

XIX. Investors’ Obligations

By investing in this offering, investors undertake certain obligations and acknowledgments, as detailed in the Subscription Agreement and related documents. Key obligations of investors include:

Truthful Representation: Investors must accurately represent their qualifications (particularly that they are Accredited Investors). You will be obliged to provide documentation or certification to verify your status. Knowingly misrepresenting your status could have legal consequences and could void your subscription.

Use of Information: Investors should treat the information in this Memorandum and all companyprovided materials as confidential. The Private Offering Memorandum is provided under the condition that you will not redistribute it or use the information in competition against the Company. The Confidentiality Agreement (Exhibit B) you sign confirms you will maintain confidentiality. Even if you choose not to invest, that obligation remains (typically for a certain period, like 2 years).

Investment Commitment: Once you sign the Subscription Agreement and your subscription is accepted by the Company, you are generally committed to purchase the shares and cannot withdraw your subscription (unless a material update to the offering is provided and withdrawal rights are offered by the Company, or unless the Company fails to meet a condition like the minimum raise by the deadline, etc.). In practical terms, you should consider yourself bound to the investment when you sign, subject to closing.

Payment of Funds: Investors must ensure their subscription funds clear (e.g., if paying by check or wire, making sure funds are available and not subject to recall). If an investor’s payment fails (bounces, etc.) after shares have been issued, the investor would still owe the money or the shares would be forfeited (depending on timing). The Subscription Agreement likely spells out that issuance is conditional on payment being honoured

Compliance with Laws: Investors may not be entities or persons barred by sanctions or other legal restrictions. By subscribing, investors confirm that their investment funds are from legitimate sources and not derived from illicit activities (Anti-Money Laundering compliance). We might require completion of an AML questionnaire or verification. If you’re a foreign investor, you must also ensure compliance with your local laws about overseas investments.

No Resale or Distribution: Investors agree they are purchasing for their own account for investment, not with a view to distribute the securities. This is a legal representation to satisfy the private offering exemption (Reg D). It means you do not currently have a plan to quickly resell or transfer the shares. Any future sale will have to comply with securities laws as discussed. If an investor were found to be a broker or to have a pre-arranged sale, that could violate the offering terms.

Cooperation with Company Requests: Investors may need to provide additional documentation when requested (e.g., updated accreditation info if closing is delayed, or personal identification

documents for AML/KYC). Also, post-closing, as a shareholder, you might be asked to provide information necessary for the Company to comply with laws (like confirming citizenship for any regulatory requirements, etc.).

Voting and Participation: While not an “obligation,” investors should be prepared to exercise their shareholder rights responsibly. If you become a shareholder, you’ll receive notices of meetings and are expected to vote your shares or at least consider proposals (though no obligation to vote). We encourage active, informed participation consistent with being a minority equity holder.

No Market Manipulation: Given these shares are not publicly traded, this is less of an issue now, but should any secondary market develop, investors would be expected not to engage in fraud or manipulation regarding the securities. This falls under general legal compliance.

Tax and Legal Responsibility: Each investor is responsible for their own tax consequences of the investment. We have not provided tax advice. You must comply with any tax reporting (e.g., possibly file a Form 5471 if you own a certain percentage of a foreign corp IPSE is a US corp, so unlikely for US folks; foreign investors handle their own country’s rules). Also, if you are subject to any law (like ERISA for pension funds) by making this investment, you must ensure you comply (the Company might require a representation that either you are not an ERISA plan, or if you are, you have satisfied all requirements).

Lock-up if IPO: Though not explicitly in current docs, it’s typical that if the Company goes public, existing shareholders (like you) may be asked to agree to a lock-up period (often 6 months) where you wouldn’t sell immediately at the IPO. Many underwriting agreements require major pre-IPO shareholders to sign such lock-ups. By investing now, you tacitly accept that you might be asked to sign such an agreement later. While you’re not legally bound to do so by today’s agreement, it’s often in the collective interest and industry norm.

Inform Company of Changes: If any of your representations (like accredited status or contact info) change before the closing, you are obliged to update the Company. Also, after becoming a shareholder, it’s helpful and sometimes required to notify the Company if you change address, etc., so we can reach you with notices.

No Hedging or Shorting: It’s a bit theoretical now, but some private placement agreements prevent investors from shorting or hedging the stock prior to a public listing (because in some cases, a big investor might try to offset risk by shorting a comparable public stock or something). Given our stock is not public, that’s moot. But it’s part of an ethos that you invest with the intent of the company’s success, not to immediately hedge away your exposure.

Dispute Resolution: The Subscription Agreement likely contains a clause on dispute resolution (maybe arbitration or forum selection clause indicating Delaware courts, etc.). By signing, investors agree to those methods for resolving any disputes arising from the investment.

In essence, once you commit to this investment, you agree to be a supportive, law-abiding shareholder. You can’t freely transfer your commitment to someone else during the offering process. You also consent to keep information confidential and not to attempt to resell in a way that violates securities laws.

Encouragement of Synergy: As a positive note, the Company encourages investors who have commercial relationships or resources that could help the business (e.g., connections to IP owners or potential partners) to engage with us. As mentioned in our earlier Investor Obligations note, we encourage investors to tell us about any relevant relationships, and we will strive to offer them opportunities to be involved (possibly even commercially, like if an investor can bring a deal to the platform, we might allow them some finder benefit or at least privilege to invest in that deal, subject to legal allowances).

All these obligations ultimately serve to protect the Company’s ability to operate smoothly and comply with law, which in turn protects all shareholders’ interests. By following them, investors help ensure the Company can focus on building the business.

Investors should read the Subscription Agreement (Exhibit A) for full detail of each representation, warranty, and covenant they are agreeing to by subscribing. It’s a legally binding agreement. If you invest, you must abide by your financial investment and confidentiality provisions as outlined in this memorandum.

We encourage interested investors to consider any commercial relationships they may have relevant to the business of the company. Investors are encouraged to inform the company of these relationships, and we will strive to offer the best commercial conditions possible in each case.

XX. Investors’ Exit (Liquidity and exit strategies)

One of the key considerations for any investor is how and when they might realize a return on their investment. While this is a long-term, illiquid investment, we outline the potential exit strategies for investors in IPSE:

a) Initial Public Offering (IPO):

Our primary envisioned exit opportunity for investors is through an eventual Initial Public Offering (IPO) of IPSE on a major stock exchange. Management considers an IPO to be the preferred path to provide liquidity and unlock shareholder value, once the Company has matured sufficiently.

Timing of a Potential IPO: We tentatively target pursuing an IPO once the Company has established a strong financial track record – this could be as early as 2027, though it will depend on market conditions and company readiness. We would want to see consistent revenues from IP securitization fees, possibly even profitability or very strong growth metrics, before going public. Additionally, broader market sentiment for tech/fintech IPOs needs to be favorable. The Board will assess the optimal timing in consultation with financial advisors at that time.

IPO Process: When the Company is ready, we would engage investment banks to underwrite the offering. The process would involve filing a registration statement (Form S-1) with the SEC, which would include comprehensive disclosures about the business, finances, and risk factors (some of which will mirror and expand on what’s in this PPM but updated). Current private shareholders (like investors in this offering) often become subject to a "lock-up" agreement during the IPO, usually 180 days, during which they cannot sell their shares immediately at the IPO. This is to help stabilize the stock price post-listing. After the lock-up expires, you would typically be free to sell your shares on the open market if you choose.

Liquidity upon IPO: Once IPSE’s shares are trading publicly, investors can sell some or all of their holdings through broker transactions at market prices. There is no guarantee what the market price will be; ideally it’s higher than USD2,5 so you gain. If the stock performs well, you could see substantial appreciation. However, going public also exposes shares to market volatility, and prices will be influenced by public investors’ perception of our growth, comparable company valuations, and general market conditions.

Use of IPO Proceeds: Usually, the Company might raise additional capital during the IPO by issuing new shares to new investors. Existing shareholders might also sell a portion of their shares (a "secondary" component of the IPO), although typically in an IPO scenario like ours, existing shareholders (especially insiders) often do not sell much at IPO to signal confidence (besides maybe some early investors wanting partial liquidity). The details would be determined then. For current investors, the main benefit is the creation of a public market rather than necessarily selling at IPO.

Feasibility: Achieving an IPO is a significant undertaking. Not all companies succeed in going public. However, given the scale of our ambitions and capital needs, an IPO is a logical step if we achieve our milestones. An IPO could also raise further funds to fuel global expansion if needed,

and it would provide an objective valuation for the Company (market cap) that could be much higher than today if all goes well.

while we prefer this option, the timing depends on market conditions and potential investors’ interest. The IPO date is set several months after the public launch to analyze market reactions.

b) Return on Investment via Company Buyback or Dividends:

Aside from an IPO, investors might realize returns through the Company’s own actions as it grows:

Share Repurchase (Buyback): If IPSE generates surplus cash and believes its stock is undervalued or wants to return capital to loyal shareholders in absence of immediate liquidity, the Board could authorize share repurchases from shareholders. For instance, say by 2028 the Company is profitable and doesn’t need all cash for expansion, it could offer to buy back, say, 5% of outstanding shares from shareholders pro rata or via open market (if public) or privately negotiated transactions (if still private). This can provide liquidity at possibly favourable pricing. However, given our growth focus, we are not projecting buybacks in the near to medium term; any earnings will likely be reinvested or saved for expansion.

Dividends: The Company does not plan to pay dividends in the early years, as mentioned. However, in the longer run, if the business becomes a steady cash-generating enterprise with more cash than needed for growth, the Board might decide to distribute a portion of earnings as dividends to shareholders. Dividends can provide an ongoing yield to investors. For instance, after a mature stage (maybe post-IPO, years down the line), IPSE might adopt a policy of paying out a certain percentage of net income as dividends annually. This is speculative and would only happen if and when growth slows and we shift to returning capital. Many tech companies do not pay dividends and instead focus on stock price appreciation, so investors should not count on dividends for ROI, at least not until possibly far in the future.

We emphasize that both buybacks and dividends are at the Board’s discretion and dependent on the Company’s financial condition. Early investors seeking return should primarily aim for an IPO or sale scenario.

c) Sale of Merger of the Company (M&A Exit):

Another possible exit is that IPSE could be acquired by another company or merge with a strategic partner.

Acquisition by a Larger Entity: If a large financial institution or technology company finds IPSE’s business attractive, they might attempt to acquire IPSE. For example, a major exchange or fintech conglomerate might see value in integrating IPSE’s platform into their portfolio. If such an acquisition occurs, typically all shareholders would sell their shares to the acquirer for cash and/or stock of the acquiring company. That would be an exit event. The price per share in that scenario could be negotiated as a multiple of revenues or other metrics. Founders’ alignment with investors (90% ownership) means they would likely only consider a sale if it provides a strong return for all. An acquisition could happen before or after an IPO; sometimes, companies get bought out instead of going public.

Merger with Another Company: Alternatively, IPSE could merge with another company, potentially a SPAC (Special Purpose Acquisition Company) in the current market environment to go public through a merger (that’s one variant of an IPO called a “De-SPAC”). In a merger, your shares might convert into shares of the new combined entity or be cashed out, depending on structure.

Partial Sale of Business Units: IPSE might spin off or sell a portion of its operations (not currently in plan, but if, say, we develop a side product or vertical that a particular buyer wants). If such partial sale yields significant proceeds, the Company might distribute those to shareholders or invest them further.

Likelihood: The decision to sell or merge would hinge on what maximizes value for shareholders. If at some point the offer price per share from an acquirer is compelling and perhaps more certain than the potential but uncertain higher future value, the Board might consider it. We cannot predict if any such offers will happen. Given IPSE’s novelty, potential suitors could be established exchanges, large asset managers wanting an alt-investment platform, or big tech companies expanding fintech presence. We will evaluate any serious offers in the future with fiduciary duty to shareholders in mind.

In any M&A scenario, investors typically have a vote (common stock votes on a merger approval in Delaware generally). With management controlling 90%, realistically if management and Board favor a deal, it will pass. But we would consider the interests of minority shareholders.

Process for Shareholders in an Exit: If an IPO, you’d receive tradeable stock and after lock-up can sell at will (subject to market). If a sale for cash, you’d get cash per share delivered (likely via the paying agent after tendering your shares). If a sale for another company’s stock, you would receive shares of that public or private acquirer as specified (with possibly their own restrictions).

No Right to Demand Registration or Sale: As an individual investor, you cannot force the Company to provide an exit. There is no put option or redemption right that compels the Company to buy back your shares. You must wait for one of the above exit events orchestrated by the Company or market.

Secondary Sales Prior to Exit: It’s possible that before an official exit, some investors might find a buyer privately for their shares (subject to Company’s transfer approval and securities law). For example, sometimes later-stage investors or secondary funds might offer to buy stakes from early investors to provide them some liquidity. If such opportunities arise, investors are free (with appropriate approvals) to sell their shares in a private sale (after satisfying Rule 144 holding period or via another exemption like a Section 4(a)(1) resale under 4(1½) theory). The Company may facilitate or at least not unreasonably block such secondary liquidity if it’s done properly and doesn’t harm the company (e.g., not selling to a competitor). However, note that under our bylaws, we may have rights of first refusal on private sales, meaning the selling investor might have to give the Company (or its designee) the chance to buy those shares on the same terms first. This is to control capitalization and keep stock from moving to potentially unsupportive holders without oversight. If the Company declines, the investor can then sell to the third party on those terms.

Conclusion on Exit: Investors should invest with a mindset of a long-term horizon (5+ years). The main planned liquidity event is an IPO, which if successful, could allow for substantial upside. Other paths like acquisitions are possible but not assured. Meanwhile, there is limited to no liquidity until one of those events occurs, unless you find a private buyer under Rule 144 after a year, which itself can be challenging and likely at a discount.

We commit to pursue reasonable strategies to achieve an exit in the long term. The Board will continuously consider the state of the business and capital markets in deciding when to seek an IPO or entertain sale offers.

a) Public Offering (IPO)

This is our preferred option.

We will aim to take the company public on a stock exchange after January 2026, when we commence our commercial activities of securitization.

When we register the shares with the SEC, a public offering provides an easy way for shareholders to sell their investment. If this option is not available, other possibilities can be explored.

b) Return on Investment

If we go public, we expect a substantial return for investors upon capitalization on the stock exchange. Success depends on market acceptance and confirming financial projections.

XXI. Transfer Agent and Registrar

Currently, as a private company, IPSE is acting as its own transfer agent and registrar for its stock. The Company’s corporate Secretary (or an officer designated) maintains the official stock ledger (cap table) which records the owners of shares, addresses, and any transfers.

However, as the number of shareholders grows and especially as we anticipate a future public listing, we plan to engage a professional Transfer Agent and Registrar service.

Before IPO: While private, we might not immediately hire an outside transfer agent because the shareholder base remains relatively small and manageable. However, if we cross a certain threshold (perhaps hundreds of shareholders), we may engage a service to ensure accurate record-keeping and to facilitate any secondary transfers compliantly. We have not yet selected a specific transfer agent firm, but ones we would consider include reputable firms like Computershare, American Stock Transfer & Trust Company (AST), or Continental Stock Transfer, which often serve private companies preparing for IPO.

After IPO: It’s customary and often required to have a registered Transfer Agent once public. So ahead of an IPO, we would definitely appoint one. The Transfer Agent would handle tasks such as issuing new shares electronically (book-entry) in DTC (Depository Trust Company) format, maintaining the registry of shareholders (especially if there are still any certificated shares), coordinating dividends or other distributions, and managing stock transfers. The registrar function (ensuring no over-issuance of shares) is typically combined with the transfer agent.

Stock Certificates: Presently, the Company can issue stock certificates for the shares. These certificates, if issued, are generally signed by the President and Secretary and carry the Company seal. However, as noted, shares may also be recorded in book-entry only (no physical certificate, just ledger entry). We are fine to issue actual certificates to any investor who requests one. All certificates carry a restrictive legend indicating that the shares have not been registered and cannot be transferred without an exemption (so if you hold a certificate, you’d need the Company and legal counsel to clear that legend when you want to sell under Rule 144, etc.).

Recordkeeping: The transfer agent (currently in-house, later external) will keep track of each shareholder’s holdings and any changes. If you transfer shares (with the Company’s approval), the record will be updated to reflect the new owner. The Company must be notified of any changes in address to keep the shareholder registry accurate for sending notices or future distributions.

Communication: Even while internal, any shareholder questions about their holdings (e.g., number of shares, how to transfer) can be directed to our CFO or Secretary. Post-IPO, the transfer agent’s customer service would handle shareholder inquiries about address changes, lost certificates, etc.

Expense: Using a professional transfer agent will be an added expense (they often charge based on number of shareholders or actions). It’s factored into future G&A budgeting and is standard.

Role of Registrar: The registrar aspect ensures that the total number of shares issued does not exceed the number authorized by the Company. It validates stock issuance process. For a private company with a single class of stock, the risk of error is low, but the registrar service is more crucial when dealing with multiple classes and public float to ensure integrity.

Electronic Transfer: We anticipate eventually the shares will be eligible for electronic clearing through systems like DTC (once public). At that stage, shareholders likely won’t hold physical certificates; their holdings will be in brokerage accounts in electronic form. The transfer agent liaises with DTC for that.

Future Plan for Restricted Shares: After an IPO or such, existing shares held by pre-IPO investors are often still “restricted” for some time (due to lock-up and Rule 144). When legend removal is appropriate (like lock-up expired and Rule 144 met), the transfer agent will handle removing the legend so shares can be freely traded. Typically, shareholders submit a request with a legal opinion that the restriction can be removed, and the transfer agent then issues clean shares into the holder’s brokerage account. We will make arrangements with the transfer agent to streamline that for our early investors at the appropriate time (so you can sell after the lock-up if you choose, given compliance with holding period).

If Private Longer: Should we remain private for an extended period and have more shareholders (for instance, if we do multiple private rounds), we may adopt something like Carta (a cap table management platform) which can serve quasi-transfer agent functions for private companies, tracking ownership and electronic issuance of stock certificates. Carta or similar platforms (Shareworks, etc.) are often used to manage option grants and cap tables and can help with generating reports for investors as well. We are currently maintaining records in a simple ledger, but will likely migrate to such a platform as the shareholder count grows for accuracy and professionalism.

Stockholder Communications: The transfer agent/registrar (internal or external) will be responsible for sending out official communications like notices of shareholder meetings, proxy statements, and any physical mailings of annual reports (if we choose to mail rather than electronic). Initially, we plan to use electronic communications (email, data room postings) for investor updates to the extent allowable, but formal notices may require physical mailing per Delaware law. We ask investors to keep us updated with their contact details to ensure they receive these communications.

In summary, while currently the Company handles record-keeping in-house, we anticipate engaging a professional transfer agent in conjunction with any significant increase in shareholders or a public listing. This will provide shareholders with efficient service and ensure accurate, secure handling of share transactions.

The key point for investors now is that your stock ownership is recorded and will be honored. You will receive evidence of ownership (certificate or statement). If you ever want to transfer shares

(subject to restrictions discussed), you will coordinate with the Company’s designated transfer administrator to execute that.

We commit to keeping our shareholder records in compliance with best practices and to transition to external transfer agent services at the appropriate juncture to support liquidity events.

XXII. Plan of Sale of Shares

This section details how the shares will be sold and how the subscription process works, including funds handling (escrow) and subscription procedures.

Our officers, including President Marc Deschenaux, CEO Jeremy Oades, COO Neddy Otmani, CFO Dourgam Kummer, and other executive team members, along with FINRA brokers-dealers will be offering the shares, as per the terms and conditions of this memorandum. They are offering these shares on a “best efforts” basis, and we cannot guarantee that all the shares will be sold.

a) Escrow of Subscription Funds

All subscription funds for this offering are being deposited into a separate account for the benefit of the investors until certain conditions are met. We have appointed Chase Bank, N.A. as the escrow agent.

Escrow Account Setup: Subscription payments (whether by wire transfer or check) should be made payable to “JPMorgan Chase Bank, N.A., as Escrow Agent for IPSE (Intellectual Property Securities Corp.) Offering”. This ensures funds are not accessible by the Company until proper closing conditions are satisfied.

Minimum Proceeds Condition: As stated, we have set a minimum aggregate subscription amount of USD20,025,000 (which corresponds to 210,010,000 shares) that must be reached before any funds are released from escrow. Until that threshold is achieved, all investor funds remain i separate (in a non-interest-bearing account, meaning investors do not earn interest on their funds during the escrow period).

Escrow Period: The escrow arrangement is in place from the commencement of the offering until either the conditions are met, and a closing occurs, or the offering is terminated. If the US D20,025,000 minimum is not achieved by Dec 31, 2025 or any extended date, the Company will either extend the offering as allowed or terminate the offering and instruct the escrow agent to return all funds to investors.

Release of Funds: Once the escrow agent confirms that at least USD 20,025,000 in subscription funds have been received and all other closing conditions are satisfied (like necessary paperwork, investor verification, etc.), the Company may conduct a closing. At that closing, the Company will provide the escrow agent with a closing notice and a list of investors whose subscriptions are accepted. The escrow agent will then release the corresponding funds to the Company’s account. Simultaneously, the Company will issue the appropriate number of shares to those investors (the issuance may be evidenced by book entry or certificates).

Partial Closings / Rolling Close: After the initial minimum is reached and a first closing is done, the Company may continue to raise additional funds to the USD 25M maximum. For each subsequent batch of subscriptions, the Company may hold additional closings (for example,

monthly closings as subscriptions come in). For these subsequent closings, since the minimum condition is already satisfied, the Company can instruct the escrow agent to release funds once the Company is ready to issue those shares. The escrow might operate on a rolling basis where after the first close, subsequent investor funds could potentially be wired directly to the Company at closing rather than staying long i separate; but to keep process consistent, we may still run everything through escrow up to final close to ensure all investor funds clear properly before we touch them.

Return of Funds if Not Closed: If an investor subscribes but for some reason the Company decides not to accept that subscription (e.g., oversubscription or investor fails accreditation verification) or if the entire offering is cancelled prior to reaching minimum, then the escrow agent will return that investor’s funds. Returned subscription monies will be for the full amount received (without interest, as the account likely will be non-interest-bearing or any minimal interest is typically used to offset escrow fees or returned pro rata). The investor will generally receive the return via the same method they paid (wire back to origin, or check back if they paid by check). The Company is responsible for escrow fees, not the investor.

Investor Notifications: The Company or escrow agent will notify investors when their funds have been received (often via a confirmation email) and when/if the closing has occurred releasing their funds (often combined with the issuance notice of shares). If after a set period the minimum is not reached and funds are to be returned, the Company will notify investors that the offering was unsuccessful and instruct escrow to send refunds.

Interest in separate: As mentioned, typically under such escrow agreements, no interest is paid on funds (given short duration and complexities of allocating interest). Even if a trivial amount of interest accrues, it’s usually retained by escrow agent or used to pay escrow costs as agreed. So investors shouldn’t expect interest of separated money.

Safekeeping: The escrow agent is a reputable bank, which adds a layer of safety that funds won’t be misused or lost by the Company prior to proper closing.

Conditions for Release beyond Minimum: The escrow agent will only release funds upon receiving a release notice from the Company and representation that the closing conditions (including all necessary documentation from investors) are met. So if an investor hasn’t completed their paperwork correctly, the Company might delay including them in a closing until corrected. We aim to have all investor documents in order by time of funding, so this should be smooth.

Commingling: Funds in separate are commingled for the purpose of meeting the minimum, but they are segregated from Company funds. Once released, they become Company funds and will be commingled with other Company funds (i.e., not kept separate per investor).

Deadline for Achieving Minimum: If we get close to the deadline with say USD18M i separate, the Board may decide to extend the offering (as permitted) or call off. If calling off, instructions to

return funds will be given promptly after expiration. The escrow agent might return funds within e.g. 5 business days after receiving such instructions (processing time).

No partial refund: If minimum is met and closing happens, an investor can’t later ask for their money back; at that point it’s delivered and shares issued. If an investor had a contingency (like needed a certain co-investor to also invest), that should have been handled prior to closing because after closing, funds are property of Company.

In summary, the escrow arrangement protects investors by ensuring that either a meaningful threshold of funding is reached or they get their money back. It also ensures that the Company doesn’t get money until it's ready to issue shares accordingly, adding discipline to the process.

All funds from the sale of these shares will be deposited in a separate account from the date of this memorandum. We have set no minimum offering proceeds as this issue is a continuous closing Up to this amount, funds will be placed in an Investment Holding Account with [name of bank]. Once at least 500,000 shares are sold for USD500,000, proceeds will be released from escrow and made available to us We may reject subscriptions.

b) How to Subscribe for Shares

To buy the shares, you must complete, date, execute, and deliver to the Company the following documents:

Exhibit A Subscription Agreement: Review, sign and execute Subscription Agreement.

Exhibit B Private Offering Confidential Memorandum Acknowledgement of Receipt and Maintenance of Confidentiality

Exhibit C Business Plan: Review business plan.

Exhibit D ERISA: Review ERISA information.

Exhibit E Patriot Act Agreement: Review and sign the Anti-Money Laundering Disclosure.

Exhibit F Financial Statement: Review the Financial Statement.

Copies of all these documents are attached to this memorandum. Once completed, the documents, along with a check made payable to Intellectual Property Securities Corporation should be delivered to us at the following address:

Intellectual Property Securities Corporation

30 Wall Street Suite 807

New York, NY, 10005.,

Investors who wish to purchase shares in this offering must follow the subscription procedure set forth by the Company. The steps to subscribe are:

1. Review Offering Materials:

Prospective investors should carefully read this Private Offering Memorandum and all exhibits, including the Subscription Agreement (Exhibit A), the Confidentiality Agreement (Exhibit B), and other attachments (Investor Questionnaire, etc.).

2. Complete Subscription Documents:

Each investor must fill out and sign the following documents:

Subscription Agreement (Exhibit A): This is the contract to purchase shares. You will fill in the number of shares you wish to purchase and the total purchase price (at USD 2,50 per share). You will provide basic information (name, address, social security or tax ID number, type of ownership (individual, joint, entity), etc.) and sign where indicated, acknowledging all the representations and warranties.

Confidential Private Offering Memorandum Acknowledgement and Maintenance of Confidentiality (Exhibit B): Sign this to confirm you will keep the information confidential and not use it improperly.

Investor Questionnaire / Accredited Investor Certification (Exhibit C in concept): You must complete a questionnaire confirming your accredited investor status and providing details (for example, checking the category of accreditation like income level, net worth, etc., and possibly attaching supporting documents or committing to providing them). This questionnaire also may ask about your investment experience to affirm suitability (though there is no numeric suitability requirement beyond accreditation).

ERISA Certification (Exhibit D): If you are investing on behalf of a pension or benefit plan, you need to acknowledge certain ERISA rules. If you are not an ERISA plan, you might simply indicate “Not applicable” or sign to confirm you’re not using plan assets.

Patriot Act (Anti-Money Laundering) Information Form (Exhibit E): Provide required identification information. Possibly you'll need to provide a copy of a government-issued ID (for individuals) or entity formation documents (for companies) and information on funding source, to comply with AML laws. There may be a short form to sign confirming you are not on any prohibited persons list, etc.

Financial Statement or Suitability Acknowledgment (Exhibit F or part of questionnaire): Some offerings ask non-accredited investors for a financial statement to establish sophistication. Since we require accredited, we likely don’t ask for detailed financial statement, but we might have investors confirm that the amount invested is not disproportionate to their net worth etc.

The exact exhibits might be slightly differently labeled, but the Subscription Agreement packet will contain all necessary forms.

3. Provide Supporting Documentation:

Along with the above forms, include any required verification documents:

For accredited status verification, you may provide things like W-2s, tax returns or a letter from your CPA, attorney, or broker verifying your status.

For identity verification, a copy of a driver’s license or passport (for individuals) or incorporation certificate (for entities).

If investing through an entity (LLC, trust, etc.), provide copies of organizational documents and possibly a resolution authorizing the investment (particularly if the subscription isn’t signed by all owners of the entity, or if needed to verify signing authority). For example, if a family trust is investing, a certificate of trust or trust agreement excerpt showing who the trustee is and that the trust can invest in such securities might be needed.

If any investor is a regulated entity (like a bank or reg. investment company), they might need to furnish evidence of regulatory status to confirm an exemption from additional qualifications.

4. Submit Subscription Documents:

The executed documents and any attachments should be delivered to the Company (or its designated agent) by the due date. We accept scanned PDF copies via email for initial closing process, but we may request original signed copies to be mailed for our records. The Subscription Agreement has instructions on where to send – likely an email or upload to a secure site for documents, and a mailing address if physical needed.

5. Payment of Subscription Amount:

You must remit the full purchase price for your requested shares:

If by wire transfer: send the funds to the escrow account (the PPM or subscription instructions will include the bank name, ABA routing number, account number, and account name for escrow).

If by check: make the check payable exactly as instructed (likely to the escrow agent) and either hand deliver or send via courier to the escrow agent’s address with attention line referencing the escrow.

If by other method: occasionally, some might use ACH or money order; the instructions primarily cover wire and check. We prefer wire for speed and certainty.

It's crucial that payments match the subscription form (if you subscribe for 50,000 shares, amount is USD500,000).

Partial payments won’t be accepted (except minor rounding issues might be clarified; basically, send the exact amount).

The funds should ideally be sent concurrently with sending the docs or immediately after. We recommend within a few days of signing.

6. Company Review:

Upon receiving your Subscription Agreement and funds i separate, the Company (and/or escrow agent) will review your submission:

Verify all forms are correctly completed and signed.

Check that funds were received and match the subscription.

Conduct accreditation verification. If you provided supporting docs, the Company may have a third-party verification service or internal officer review them. We might reach out with any questions or if additional proof is needed.

Conduct AML checks: we will compare names against OFAC’s SDN list and other sanctions databases. If any red flag arises, we may need more info or to reject the subscription.

Ensure entity investors have the proper authorizations (e.g., if an LLC invests, did the managing member sign or did all members consent as required by its operating agreement? We might ask for a representation or resolution).

If any information is missing or unclear, we (or our placement agents) will contact you to cure the defect.

7. Acceptance of Subscription:

The Company reserves the right to accept or reject any subscription, in whole or in part. Once we are satisfied with the documentation and the offering is still open, management will countersign the Subscription Agreement to indicate acceptance (this may happen at closing).

If accepted, your subscription becomes binding. We place your funds for closing.

If for some reason we accept only a portion (not common in equity deals unless scaling back due to oversubscription), we would communicate that and possibly allow you to agree to a smaller amount. More likely, we either accept all or reject (with oversubscription, it tends to be first-come first-served, and late ones might get fully rejected, rather than partial fills, unless we negotiate otherwise).

If rejected, you’ll be notified and your funds will be returned from escrow promptly.

8. Closing and Share Issuance:

At the closing date, for each accepted subscription:

The Company will execute a stock issuance (either issue a certificate or record in the stock ledger the new shares). We may issue one aggregate certificate to say a custodian if using a system like Carta, but typically for private rounds, we can issue a certificate in your name for the number of shares you bought.

We will deliver to you evidence of your share ownership (a physical certificate mailed to you, or an electronic certificate / notice of book entry).

The certificate will bear the legend about transfer restrictions as mentioned.

We will also provide a countersigned copy of your Subscription Agreement for your records, indicating the Company’s acceptance.

The Company then instructs escrow to disburse your funds to the Company’s bank account as part of the closing settlement.

9. Post-Closing:

You are now a shareholder. You will be added to our shareholder contact list to receive any future communications (financial statements, notices, etc.).

If any original documents were not already provided, we might ask for them now (for ex, if you only emailed the signed subscription, we might ask you to mail the ink-signed copy for our minute book).

We recommend you keep copies of all signed documents and any confirmations.

Deadline Considerations: We may set a soft deadline for subscriptions to be in by a certain date to align closings. For example, “Subscriptions will be accepted until December 15, 2025 for the final closing on Dec 31, 2025”. We can accept on rolling basis though. If you are considering investing, earlier submission is better to ensure inclusion and smoother processing.

Institutional Investors: They might have additional hoops (like needing an invoice or doing internal sign-offs). We will coordinate individually with any large institutional investor to accommodate their process, as long as it doesn’t conflict with our terms.

Finders/Brokers: If you were introduced by a broker or finder, they might help you through the paperwork. Some brokers use their own subscription platform, but since these are our docs, you will still sign our Subscription Agreement albeit maybe via DocuSign through them. They might also assist in verifying your accreditation (some have verified investor databases). If a broker is involved, note they get a fee from the Company (part of the selling commissions we mentioned), but you should not be charged any fee by them beyond possibly normal broker account fees if any. The purchase price to you is still USD2,5/share net.

By following these steps, investors can ensure a proper and legally compliant subscription. The Company’s officers and any engaged placement agents are available to assist and answer process questions throughout.

c) Acceptance of the Subscription

The Company will evidence its acceptance of your subscription by countersigning the Subscription Agreement and executing the share issuance at closing, as described. However, formally:

Right to Refuse: We reiterate, the Company may refuse a subscription for any reason before acceptance. Common reasons might include: the subscription would cause us to exceed 2,000 shareholder limit pre-IPO (not an immediate concern, but if it were), concerns about investor suitability, incomplete documents, or selling out of the offering.

Partial Acceptance: If for some reason we decide to accept less shares than you subscribed for, the Subscription Agreement outlines that the Company can do so and typically you’ll be issued those lesser shares and refunded the difference in subscription amount for unissued shares. By signing, you often agree that a partial acceptance is acceptable unless you wrote a condition that your subscription is all-or-none. If an investor only wants to invest a minimum amount or not at all,

they should communicate that. Otherwise, we assume any portion up to your max is okay. That being said, we will communicate if we plan partial so you can confirm. This scenario is rare in practice; more likely we either accept fully or not at all.

Notification of Acceptance: We will send you a copy of the fully executed Subscription Agreement or an official closing statement letter informing you that your subscription was accepted (either at the initial closing or a subsequent one) and how many shares you have. This usually serves as confirmation of acceptance.

Rejection/ Refund Notification: If not accepted, we or the escrow agent will notify you that the subscription was not accepted and funds are being returned. No interest or compensation is given for time funds were held (besides refund of principal).

Oversubscription Handling: If total subscriptions exceed USD 25,025,000, the Company will stop accepting new ones once we have commitments for the max. If some are simultaneous and put us slightly over, we may cut off the last investor or pro-rate among the last if they came effectively at the same time (rare; typically it’s first come, first served). Those who are not accepted due to capacity will have their money returned promptly.

Finality of Acceptance: Once the Company accepts your subscription (meaning countersigned and closed on funds), you become a shareholder and cannot rescind your purchase unless some extraordinary legal rights apply (like if the Company was found to have breached a state law giving a rescission right, which we aim to avoid by compliance). The sale is final except as provided by law.

Stockholder Rights Post-Acceptance: As an accepted investor, you have all rights of a stockholder, as described. However, typically, new stockholders of a private company do not automatically get stock certificates or evidence until the closing done. We plan to get you that evidence promptly after acceptance/closing, as mentioned.

Books and Records Entry: The Company’s Secretary will update the stock ledger to record your name, address, number of shares acquired, and date of issuance. This is an official act done concurrent with acceptance.

Conditions Post-Acceptance (Rescission in case of failure): If for any reason after acceptance and issue it’s discovered that an investor was not actually accredited and that creates a potential securities law problem, the Company reserves rights to rescind that sale (offer to buy back the shares at cost to cure compliance) to maintain the integrity of the 506 exemption. This is unlikely, but if it happened, the investor should accept rescission to avoid issues. This is more a protective measure – we verify upfront to avoid such scenario.

Investor’s inability to Cancel: Once accepted, an investor cannot simply change their mind. There is generally no cooling-off period (like a 3-day cancellation right) under these rules (some

states have rescission rights if the offering didn’t comply with their notice filing, but 506(c) preempts state laws mostly aside from notice).

Closing Statement Example: We might send something like: “Dear [Investor], We are pleased to inform you that your subscription for [X] shares of Intellectual Property Securities Corporation common stock at USD2,5 per share (total USD[Y]) has been accepted as of [Closing Date]. Enclosed please find a stock certificate representing your shares [or a confirmation that your ownership is recorded on the books of the Company]. Thank you for your investment and support. Sincerely, [Name], [Title].”

Recordkeeping: The Company will maintain copies of all subscription docs and evidence of acceptance for corporate records and to comply with Reg D file requirements (should we need to show the SEC our investors were accredited if ever asked).

Communication of Ongoing Info: After acceptance, you’ll start receiving any shareholder communications (as discussed in Additional Information and our commitment to providing annual reports within 120 days of year-end, etc.).

To ensure no misunderstanding:

if you submit paperwork and funds and hear nothing, you can inquire with the Company or escrow. We will try to confirm receipt quickly and then confirm acceptance at closing.

If a long time passes (like beyond the offering period) and you haven’t heard about acceptance or rejection, definitely reach out. We will keep investors updated, such as “we have reached minimum, first closing scheduled on X date, you will be included” or if still pending, “offering still in progress, your funds are safe i separate.”

Oversubscription Option: The Company is not obligated to accept more than USD 25M, but if there is immense demand, the Board could decide to raise more by either extending amount or doing a separate round at a later date. However, per terms now, we cap at USD 25M for this offering. If oversubscribed, those not included might be given priority in a future offering, but that’s at our discretion.

In conclusion, the acceptance of your subscription is formalized at closing and you will be duly notified and recognized as a shareholder. Until then, you are considered a subscriber with funds i separate and no rights yet. After acceptance, you assume rights and the investment is locked in. We may refuse in full or in part any investment for whatever reason.

If rejected, we will return the subscription agreement and the total payment (or part, if the subscription is accepted in part) without interest or deduction.

If the private offering subscription is oversubscribed, we may:

i) reduce all the investors proportionally to each investment, ii) reject subscription received last or

iii) any other means we decide.

We may require the full subscription amount from each investor whose subscription is properly executed and accepted. Once accepted, investors cannot reject their executed subscription for any reason.

We will deliver the shares within 5 days of acceptance.

We will provide annual financial information to the investors within 120 days after the end of the fiscal year.

d) Company’s Indemnification

By buying the shares, you must indemnify and hold harmless the Company, its officers, and directors from any and all damages, losses, costs, and expenses, including reasonable attorney's fees, incurred in the following cases:

(i) If you fail to fulfill any terms and conditions of the subscription agreement;

(ii) If you breach any representation, warranty, or agreement contained in the subscription agreement;

(iii) In case of claims made by any person, other than you, regarding any interest, right, title, power, or authority in respect of the shares of common stock;

(iv) If you decide to sue us regarding an investment in the company if judgment is rendered against you and in favor of the indemnified party.

XXIII. Additional Information

Prospective investors and their professional advisors are invited to ask questions of and receive answers from the Company concerning the terms and conditions of this offering and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense, in order to verify the information in this memorandum. We want investors to be fully informed and comfortable before investing.

Investor Inquiries: If you have any questions regarding this Memorandum, the Company’s business, financial statements, management, or any other matters, please do not hesitate to contact the Company. The appropriate contact person is:

Investor Relations – IPSE Corp.

30 Wall Street, Suite 807

New York, NY 10005, USA

Email: CFO :dourgam.kummer@IPSEcorp.com

Telephone: +41 79 221 71 10 (/investor relations)

Inquiries can be made via email or phone. We may arrange calls or meetings (virtual or in-person) to discuss as needed. If you desire site visits (e.g., to our NY office) that can be arranged as well.

Access to Documents: Key corporate documents are available for review upon request:

Certificate of Incorporation and Bylaws of the Company (governing documents).

Forms of any material contracts (for example, if you are curious about our patent license or any major partnership agreements, we can allow review subject to NDA).

Board meeting minutes that are relevant to the offering (like the resolutions authorizing this offering).

Financial statements (balance sheet, etc.) beyond what’s summarized in this PPM, if you require more detail, we can provide our latest internal financials under confidentiality.

The patent application abstract or related info if one wants to see evidence of “patented method” claim.

Some information might be proprietary, so we may ask you to sign a Non-Disclosure Agreement (NDA) or ensure you keep it confidential (which you already agree to by Exhibit B, but for sensitive data, we emphasize confidentiality).

Professional Advisors: We encourage you to consult with your own attorney, accountant, and/or financial advisor regarding an investment in the Company. We can coordinate with them for any due diligence requests. For instance, if your accountant wants to analyze our financial projections, we can share our model assumptions (with a reminder that projections are not guarantees). If your lawyer has questions about our intellectual property, we can arrange a call with our patent counsel, etc.

Updates and Supplements: If there are any material changes or additions to information in this memorandum before the offering closes, we will provide investors with a written supplement or amendment. If you have already subscribed and a significant update is provided, you may have the opportunity to review it and, if you choose, withdraw your subscription within a designated period (this is rare and typically only if the update is adverse or significantly alters risk).

Availability of Management: Our management team is quite accessible for serious inquiries. We can schedule Q&A sessions or group conference calls with potential investors to address questions about our strategy, market, etc. While we cannot selectively disclose material new information not in the PPM to some investors and not others (must avoid Regulation Fair Disclosure issues in spirit, albeit Reg FD applies to public companies, but we treat investors fairly), we can further explain and delve into information already provided.

Information for Non-U.S. Investors: If you are investing from outside the U.S. and need information to comply with your country’s regulations or tax considerations, we will try to assist by providing whatever Company documentation you need (translated if possible, though official docs are in English). We can also clarify any U.S. withholding tax implications for foreign investors (e.g., the need for a W-8BEN form to claim treaty benefits if we ever pay dividends).

Ongoing Information Post-Investment: The Company commits to providing annual financial statements and an annual report to shareholders as described (within 120 days of fiscal year end). We also intend to update shareholders periodically on the Company’s progress (e.g., quarterly brief updates or significant milestone announcements). As a shareholder, you will be able to contact the Company with questions and the Company will endeavor to answer them to the extent that the information is not sensitive or subject to confidentiality regarding competitive stance.

Inspection Rights: Under Delaware law, shareholders owning a certain percentage or number of shares, or for a proper purpose, can request to inspect certain books and records of the Company. Should you need to exercise such rights in the future, you would formally request stating the purpose (like valuing your shares or investigating possible mismanagement). The Company acknowledges these rights and will comply as required by law. Typically, this includes stock ledger, list of shareholders, and meeting minutes, with proper cause, but not trade secrets or highly confidential info without necessity.

Financial and Other Projections: If you desire to see more detailed financial projections or business plans, note that projections are highly speculative. We have not included a full financial projection in this PPM, but management has internal projections. We can share a summary of our

projections for revenue and costs for the next 5 years upon request, with the caveat that these are forward-looking and not guaranteed. Some sophisticated investors may request a "data room" of supporting info; we can accommodate by giving controlled access to such a data room with relevant documents.

Additional Subscription or Co-Investment: If after investing, you or your affiliates consider investing additional money (maybe via separate negotiated terms or co-investing in our IP deals), we welcome that discussion. While outside the scope of this offering, the Company might have future financing rounds or allow strategic investors in later. So keep in contact for such opportunities.

Questions About Rights: If you have any uncertainties about what rights you get with the shares, or tax consequences (e.g., corporate tax structure vs pass-through), ask us or your advisor and we will clarify from our end. We can provide a tax memo summarizing how we are treated (C-corp, so likely any dividends to you are taxable, etc.). For most, it’s straightforward, but we can provide clarifications.

In summary, the Company is willing to furnish any reasonably obtainable information to prospective investors to the extent that it does not involve undue burden or disclosure of highly sensitive proprietary data. We want you to have all material information necessary to make an informed investment decision.

Please direct any requests for additional information to the contact above. We will respond promptly and thoroughly.

Reminder: Only rely on written information provided in this Memorandum or by formal written supplements. Do not rely on any oral statements that are not confirmed in writing, as this Memorandum supersedes any prior discussions.

If you need additional copies of this Memorandum or exhibits, we can provide them. Each investor should carefully review and/or have their counsel review all documentation before subscribing.

By proceeding with an investment, you acknowledge that you were given the opportunity to ask all questions and receive answers and obtain additional information to your satisfaction.

Thank you for your interest in Intellectual Property Securities Corporation.

We appreciate the time you have taken to consider this investment. We believe we are building a groundbreaking platform that can transform IP finance, and we are excited to potentially have you as a partner in this venture.

If you require any further information or clarification, please contact us at the provided address. We will be happy to assist.

Glossary

Offering: the process of issuing securities for sale to investors.

Memorandum or Prospectus: a legal document that provides details about an investment offering to potential investors.

Securities: financial instruments such as stocks or bonds that can be traded on the financial markets.

Common Stock: shares representing ownership in a corporation.

Net Tangible Book Value (or Assets): the value of a company's tangible assets minus its liabilities and intangible assets.

Underwriter: a financial institution or individual that helps a company issue securities to the public.

Securities Act is a U.S. federal law enacted to regulate the issuance and distribution of securities in the United States in 1933.

FINRA stands for Financial Industry Regulatory Authority. It is a non-governmental organization that regulates brokerage firms and exchange markets in the United States.

SEC stands for Securities and Exchange Commission in the United States of America. It is a federal agency responsible for enforcing federal securities laws and regulating the securities industry, including the stock exchanges and broker-dealers.

NASAA stands for North American Securities Administrators Association. It is a voluntary organization of securities administrators from all 50 U.S. states, the District of Columbia, Canada, Mexico, and Puerto Rico. They work to protect investors and maintain the integrity of the securities markets.

ERISA stands for Employee Retirement Income Security Act. It is a federal law that sets minimum standards for pension plans in private industry and provides protection for individuals in these plans.

IPO stands for Initial Public Offering. It's the process by which a private company offers its shares to the public for the first time, thus becoming a publicly traded company.

E.I.N. stands for Employer Identification Number. It is a unique nine-digit number assigned by the Internal Revenue Service (IRS) to identify a business entity for tax purposes in the United States.

NASDAQ stands for the National Association of Securities Dealers Automated Quotations. It is an American stock exchange where investors can buy and sell securities, including stocks and options. It is known for its electronic trading platform and is home to many technology and growth-oriented companies.

EXHIBIT A

Subscription Agreement

A. Date and Place

This Agreement is made, entered into and effective this ______ day of ____________________ between the individual or organization identified below (the

“Purchaser”) and Intellectual Property Securities Corporation, a Delaware Corporation (the “Company”)

Purchaser Identification

 Individual

 Organization

Name :

Address :

City :

Postal Code :

State or Province :

Country :

Phone :

Facsimile :

Taxpayer Identification Number :

For Organizations Only

Date and Place of Incorporation

:

Members of the Board :

Audit & Revision :

(If several Purchasers intend to subscribe jointly, please describe the relationship between the Purchasers on a separate sheet and submit a completed signed subscription agreement for each Purchaser.)

Introduced by:

Name: Company:

Please attach copy of ID for individual or board members

Subscription Details

Pursuant to the terms of the Private Offering Memorandum of Intellectual Property Securities Corporation dated State (“Memorandum”), the Purchaser tenders this subscription and agrees to purchase of the number of shares of Common Stock (the "Common Stock") of the Company set forth below

Together with this Subscription Agreement the Purchaser is transmitting the full purchase price for the Common Stock directly to the Company by mean of:

 cash

 a wire transfer in favour of the Company

 a bank check in the name of Company

 a certified bank check in the name of the Company

Cash payment will be made to one of XYZ directors.

As to wire transfer, please credit the account of Intellectual Property Securities Corporation.

Wire transfer instructions will be provided separately to qualified investors’ Corporation at Wells Fargo Bank, N A, Marina Del Rey Main, Los Angeles, USA, “Intellectual Property Securities Corporation, Account: COID 114, Account Number 6652267532.

Certificates for the Common Stock will be mailed to the Purchaser on or before the fifth business day after the acceptance of this Subscription Agreement.

B. Incorporation of Terms and Definitions

The Terms and Definitions set forth in Attachment I to the Subscription Agreement, as set forth in the Memorandum, are incorporated herein by this reference

C. Incorporation of Representations and Warranties

The Representations and Warranties set forth in Attachment II to the Subscription, as set forth in the Memorandum, are incorporated herein by this reference

D. Incorporation of Investor Questionnaire

If the Purchaser is subscribing for less than USD150,000 of Common Stock and (a) the Purchaser is a citizen or resident of the United States, or (b) the Subscription Agreement is executed within the United States, the Investor Questionnaire set forth Attachment III to the Subscription Agreement, as set forth in Exhibit H to the Memorandum, must be completed by the Purchaser and returned to the Company together with this Subscription Agreement. Said Investor Questionnaire and all the Purchaser’s responses thereto are incorporated herein by this reference.

Signature(s) of Purchaser

IN WITNESS WHEREOF, this Subscription Agreement has been executed by the Purchaser at the place and on the date first set forth above.

Organization Signature: Individual Signature:

Print Name of Subscriber

By:__________________________________

Signature(s)

Print Name and Title of Person Signing

Print Name(s)

Print Name(s)

Acceptance of Subscription

Effective this ____ day of ________________, Intellectual Property Securities Corporation, a Delaware corporation, confirms the representations and warranties of the Company set forth in Attachment II to the Subscription Agreement, as set forth in the Memorandum, and accepts the Purchaser’s subscription as follows:

Appendix I to the Subscription Agreement

Terms and Definitions

1. Except to the extent provided by the securities laws and regulations of its state of residence, the Purchaser agrees that a subscription to purchase shares of Common Stock shall be irrevocable until 30 days after receipt of full payment for the shares of Common Stock and all required documents.

2. An investment in the Common Stock is, in general, only suitable for Purchasers that qualify as “accredited investors” as defined below. The Company may, however, make exceptions to the general suitability standard and permit sales to Purchasers that do not qualify as accredited investors if such Purchasers (i) are not residents or citizens of the United States and (ii) are able to demonstrate their financial sophistication to the satisfaction of the Company. As used herein, the term “accredited investor” means any Purchaser who comes within any of the following categories, or who the Company reasonably believes comes within any of the following categories, at the time of the sale of the Common Stock to that Purchaser:

Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(a) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of USD 5,000,000; any employee benefit plan within the meaning of the employee retirement income security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of USD 5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

Any private business development company as defined in Section 202(a)22 of the Investment Advisers Act of 1940;

Any organization described in Section 501(c)3 of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of USD 5,000,000;

Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds USD 1,000,000;

(f) Any natural person who had an individual income in excess of USD 200,000 in each of the two most recent years or joint income with that person's spouse in excess of USD 300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(g) Any trust, with total assets in excess of USD 5,000,000, not formed for the specific purpose of acquiring the Securities offered, whose purchase is directed by a sophisticated person as described in rule 506(b)(2)(ii) and

(h) Any entity in which all of the equity owners are accredited investors.

3. The Company reserves the right, in its sole discretion, to accept or reject any subscription in whole or in part, or to allocate a smaller number of shares of Common Stock than the Purchaser has subscribed to purchase. In the event that a subscription is rejected by the Company, the Company will promptly return all subscription documentation to the Purchaser, together with a full refund of the subscription payment tendered by such Purchaser. In the event that a subscription is rejected in part, the Company will promptly refund to the Purchaser a pro rata portion of the subscription payment tendered by such Purchaser. The Company shall not be required to pay interest on funds that are ultimately returned to a Purchaser.

4. If and when accepted by the Company, the Subscription Agreement shall constitute a binding contract for the purchase and sale of the number of shares of Common Stock set forth therein. The purchase price for such Common Stock shall be USD 2.50 per share, representing a total offering of 10,010,000 shares for an aggregate amount of USD 25,025,000, representing 10% of the Company's equity. The minimum investment shall be USD1,000,000.

5. All information provided to the Company by the Purchaser will be kept strictly confidential. Notwithstanding the foregoing, the Purchaser agrees that the Company may present the Subscription Agreement and all documents incorporated therein to its legal counsel and such other parties as it deems appropriate if called upon to verify the information provided for purposes of establishing the availability of any claimed exemption under the Securities Act of 1933, as amended, or any applicable state securities laws.

6. The Common Stock has not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction but is being offered and sold in reliance on certain exemptions from registration set forth in such laws. In order to insure the availability of the claimed exemptions from registration, the Purchaser agrees:

Shares of Common Stock may not be assigned, sold, transferred, conveyed or hypothecated to any person unless the Common Stock is subsequently registered under the Securities Act of 1933, as amended, and other applicable law, or an exemption from such registration is available to both the Purchaser and the proposed transferee under such laws

The Company may issue stop transfer instructions to its transfer agent, if any, or if the Company acts as its own transfer agent, the Company may note on its stock records the foregoing restrictions on transfer.

All certificates for shares of Common issued to the Purchaser, all certificates issued to a subsequent transferee of such shares of Common Stock, and all certificates representing any additional shares of Common Stock issued as dividend thereon shall bear the following restrictive legend, or a legend similar thereto:

The securities represented by this certificate have been acquired in a transaction effected in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 promulgated there under. These securities have not been the subject of a registration statement under the Act or any other securities laws. These securities have been acquired for investment and not for distribution or resale. They may not be mortgaged, pledged, hypothecated, or

otherwise transferred in the absence of an effective registration statement for such securities under the Act or an acceptable opinion of counsel that such registration is not required.”

In addition, all such certificates may bear any additional legend that, in the opinion of the Company's counsel, is required pursuant to any state or local law governing the offer and sale of securities.

The Company is not obligated to register the Common Stock under the Securities Act of 1933, as amended or any other applicable law.

Except as required by the express requirements thereof, the Company is not obligated to register the Common Stock under the Securities Act of 1933, as amended, or to disseminate to the public the information specified in Rule 15c2-11 promulgated there under.

7. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or, if mailed by certified or registered mail, return receipt requested, postage prepaid, on the earlier of receipt or seven days after the date on which such notice or other communication is mailed, to the addresses as set forth on cover page of the Subscription Agreement or to such other address as the Company or the Purchaser shall have designated to the other by like notice.

8. The Purchaser shall indemnify and hold harmless the Company and its officers and directors from any and all damages, losses, costs and expenses (including reasonable attorney's fees) which they may incur (i) by reason of the Purchaser’s failure to fulfill any of the terms and conditions of the Subscription Agreement, (ii) by reason of any breach by the Purchaser of any representation, warranty or agreement contained in the Subscription Agreement and (iii) with respect to any and all claims made by or involving any person, other than the Purchaser, claiming any interest, right, title, power or authority in respect of the shares of Common Stock. In addition, the Purchaser agrees to indemnify and hold harmless the Company and its officers and directors from and against any and all losses, damages, liabilities and expenses (including reasonable attorney's fees) incurred in connection with defending any claim brought by Purchaser with respect to an investment in the Company if judgment is rendered against the Purchaser and in favor of such indemnified party.

9. In the event a dispute between the Purchaser and the Company arises out of, in connection with, or with respect to the Subscription Agreement, or any breach thereof, such dispute shall, on the written request of one party delivered to the other party, be submitted to and settled by arbitration in New York, New York in accordance with the rules of the American Arbitration Association then in effect. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

10. The Purchaser understands, agrees and acknowledges that:

(a) The Subscription Agreement is not transferable or assignable by the Purchaser. The Subscription Agreement, upon acceptance by the Company, shall be binding upon the heirs, executors, administrators, successors and assigns of the Purchaser.

(b) The Subscription Agreement, its exhibits and the documents referred to herein (including the Memorandum) constitute the entire agreement between the parties respecting the subject matter hereof and may be amended only in writing by the Company.

(c) The representations, warranties and agreements contained herein shall survive the payment for and delivery of the Shares.

(d) The offer and sale of the Common Stock and all other transactions contemplated by the Subscription Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Delaware.

Appendix II to the Subscription Agreement

Representations and Warranties

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

(a) Intellectual Property Securities Corporation ("IPSE" or the "Company") is a corporation duly organized, validly existing, and in good standing under the laws of Delaware, with its principal office at 30 Wall Street Suite 807, New York, NY, 10005 and branches at 10287 NW 135th Street, Hialeah Gardens, FL, 33018 and 1334 Westwood Boulevard Suite 6, Los Angeles, CA 90049. The Company has full corporate power and authority to own its properties and conduct its business, and is duly qualified to conduct business in all jurisdictions where such qualification is required, except those jurisdictions where the failure to be qualified would not have a material adverse effect on the business or financial condition of the Company;

(b) The authorized, issued, and outstanding securities of the Company and the nature and extent of all rights to purchase capital stock of the Company is as set forth in the Private Offering Memorandum of the Company dated state and all outstanding securities of the Company are duly authorized, validly issued, fully paid, nonassessable, and free of preemptive rights;

(c) All issued and outstanding shares of Common Stock, and all other securities previously issued, sold or exchanged by the Company, have been issued, sold or exchanged by the Company in compliance with all applicable state and federal securities laws and regulations;

(d) The issuance and sale of the Common Stock has been duly and validly authorized by all required corporate action of the Company and will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement, bond, debenture, note agreement, or other evidence of indebtedness, lease, contract, or other agreement or instrument to which the Company is a party or by which the property of the Company is bound, (ii) the Company’s certificate of incorporation or bylaws, or (iii) any statute or any order, rule, or regulation of any court or governmental agency or body having jurisdiction over the Company or its properties;

(e) Except for permits and similar authorizations required under the securities laws of certain jurisdictions which the Company will use all reasonable efforts to obtain at the earliest practicable date, all consents, approvals, authorizations, or other orders of any court, regulatory body, administrative agency, or other governmental body required to be obtained by the Company in connection with the offer and sale of the Common Stock have been obtained;

(f) Upon delivery to the Purchaser, the Common Stock will be validly issued, fully paid, nonassessable, and free of pre-emptive rights;

(g) There are no material legal or governmental proceedings pending or threatened to which the Company is a party or of which the business or property of the Company is the subject that are not disclosed in materials incorporated in the Private Offering Memorandum there is no contract, license, or other document of a character required to be described in the materials incorporated in the Private Offering Memorandum that is not described as required;

2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser is at least 21 years of age, is competent to enter into the Subscription Agreement and has full power and authority to execute and deliver the Subscription Agreement and to perform its obligation hereunder.

The Subscription Agreement is a legally binding obligation of the Purchaser, enforceable in accordance with its terms, and the execution of the Subscription Agreement, and the performance of the Purchasers obligations there under will not result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, bond, debenture, note agreement, or other evidence of indebtedness, lease, contract, or other agreement or instrument to which the Purchaser is a party or by which the property of the Purchaser is bound;

Except to the extent provided by the securities laws and regulations of his state of residence, the Purchaser waives any and all rights he has, or may have, to cancel, terminate or revoke his subscription, or request or demand the return of any subscription documents or funds;

The Purchaser has been provided a copy of the Memorandum dated January 15, 2026 and has carefully reviewed the entire document, including the exhibits thereto, with his own legal and financial advisors;

The Purchaser has not been furnished any offering literature or prospectus other than the Memorandum and the documents attached thereto as exhibits, and he has not relied on any documents or offering literature that are not specifically described herein;

The Purchaser has carefully evaluated the offering and understands the risks of, and other considerations relating to, a purchase of shares of Common Stock, including, but not limited to, the risks set forth under "Risk Factors" in the Memorandum;

The Purchaser is aware that an investment in the Company is speculative and involves a high degree of risk and that the Company has no operating history;

The Purchaser has been given the opportunity to review all of the files and business records of the Company including the articles of incorporation, by-laws, documents defining the rights of security holders, material contracts, and financial statements and to ask questions of and receive answers from the officers, directors, attorneys and accountants of the Company with respect to the Common Stock, the business of the Company and any other matters which he considered to be material to his investment decision and all such questions have been answered to his full satisfaction;

The Purchaser has not relied on any oral representation of any Selling Agent, any person affiliated with a Selling Agent or other person in connection with its investment decision and understands that any such representations have not been authorized by the Company or the Selling Agents;

The Purchaser is acquiring the Common Stock as principal for investment, and without any intention of reselling or distributing all or any portion of the Common Stock;

The Purchaser has no present intention, agreement or arrangement to divide its interest in the Common Stock with others or to resell, assign, transfer or otherwise dispose of all or any of the shares of Common Stock subscribed for;

The Purchaser has adequate net worth and means of providing for its financial needs and contingencies, can sustain a complete loss of its investment in the Common Stock and has no need for liquidity in such investment. The Purchaser's overall commitment to unmarketable investments is not disproportionate to its net worth and its investment in the Common Stock of the Company will not cause such overall investment to become excessive.

The Purchaser has not distributed the Memorandum to anyone that was not approved in writing by the Company, except for lawyers, public accountants or financial advisors contributing to the Purchaser independent investigation, and it has not made copies thereof or communicated information contained therein to any such person.

The Purchaser is an accredited investor as defined in “Appendix I Terms and Definitions” has such knowledge and experience in business and financial matters that it is capable of evaluating the Company, its proposed business and the risks and merits of investment in the Common Stock.

All the information provided to the Company by the Purchaser is correct and complete as of the date hereof, and, if there should be any materials change in such information prior to the acceptance of the Subscription Agreement by the Company, the Purchaser will immediately furnish the revised or corrected information to the Company.

Except as set forth in the Memorandum, no representations or warranties have been made to the Purchaser by (a) the Company or any agent, employee of affiliate of the Company or (b) any other person, and in entering into this transaction the Purchaser is not relying upon any information, other than that contained in the Memorandum and the results of independent investigation by the Purchaser.

The Purchaser agrees to indemnify the Company and hold it harmless from and against any and all losses, damages, liabilities, costs and expenses which it may sustain or incur in connection with the breach by the Purchaser of any representation, warranty or covenant made by it in the Subscription Agreement.

The Purchaser understands that a subscription is not binding upon the Company until the Company accepts it, which acceptance is at the sole discretion of the company and is to be evidenced by the Company's execution of the Subscription Agreement in the space provided. The Subscription Agreement shall be voidable by the Purchaser if the Company does not accept it within 30 days after the date hereof.

(a) The Purchaser understands that the Company may, in its sole discretion, reject any subscription in whole or in part and, in the event that the offering to which the Memorandum relates is oversubscribed, reduce this subscription in any amount and to any extent, whether or not pro rata reductions are made of any other investor's subscription.

(b) This Subscription Agreement (i) sets forth the entire agreement of the Purchaser and the Company with respect to the subject matter hereof; (ii) may only be modified by a written instrument executed by the Purchaser and the Company; (iii) shall be governed by the laws of the State of Delaware, applicable to contracts made to and to be wholly performed therein notwithstanding that it was executed by the Purchaser outside of the United States of

America; and (iv) shall inure to the benefit of, and be binding upon the Company and the Purchaser and their respective heirs, legal representatives, successors and assigns.

(c) Unless the context otherwise requires, all personal pronouns used in the Subscription Agreement, whether in the masculine, feminine or neuter gender, shall include all other genders.

Appendix III to the Subscription Agreement

Questionnaire for the Investor

Instructions: This Questionnaire must be completed in each case where the Purchaser is subscribing for less than USD 150,000 of Common Stock and (a) the Purchaser is a citizen or resident of the United States, or (b) the Subscription Agreement is executed within the United States. The purpose of this Questionnaire is to assure the Company that it may rely on certain exemptions from the registration requirements of the Securities Act of 1933, as amended, (the “Act”) afforded by Section 4(2) and Regulation D promulgated there under. If your answer to any of the following questions is “None” or “Not Applicable” please so state.

Your answers will at all times be kept strictly confidential. However, by completing this Questionnaire, you agree that the Company may present this Questionnaire to its legal counsel and such other parties as it deems appropriate if called upon to verify the information provided for purposes of establishing the availability of any claimed exemption under the Act. Please provide complete answers for all of the following questions, and then sign, date and return one copy of this Questionnaire to the Company or its authorized representative as soon as possible.

Your subscription to invest in the Common Stock cannot be accepted until the Company has determined, on the basis of the information provided by you, that you satisfy the investor suitability standards established by the Company. IF YOUR ANSWERS ARE NOT SUFFICIENT TO ENABLE THE COMPANY TO MAKE SUCH A DETERMINATION, YOUR SUBSCRIPTION WILL BE REJECTED.

PLEASE PRINT YOUR ANSWERS TO QUESTIONS IN THE SPACE PROVIDED AND ATTACH ADDITIONAL SHEETS IF REQUIRED

Your complete name :

Your complete address :

Your home country :

Your nationality :

Your private phone number : ( )

Your job :

Your complete business address : Your business phone number : ( )

2. Your gross income expressed in dollars U.S dollars, or the foreign equivalent thereof, is higher than (please check the right box):

Penultimate year (real) 50,000 USD  100,000 USD 200,000 USD 300,000 USD

Previous year (real)  50,000 USD  100,000 USD  200,000 USD  300,000 USD

Current year (estimated) 50,000 USD 100,000 USD 200,000 USD 300,000 USD

3. Your net worth, without taking account of this investment, expressed in U.S. dollars, or the foreign equivalent thereof, amounts : (please check the right box):

 250,000 USD or less, exclusive of housing, furniture and vehicles

 250,000 USD or more, exclusive of housing, furniture and vehicles

 500,000 USD or more, exclusive of housing, furniture and vehicles

 1,000,000 USD or more, exclusive of housing, furniture and vehicles

4. If the investment is made in the name of a company or of another entity, please fill in the following information:

Type of Legal Entity :

Jurisdiction of the Company :

Date of Incorporation :

Estimated Net Worth : USD

Net Income for Penultimate year USD

Previous year USD

Current year (estimated) USD

5. Please describe educational background, including attended colleges, dates of attendance and degrees obtained

6. Please briefly describe your occupation. Also mention the main positions you held and the nature of your activities during the five last years. Identify the employers in a precise way. The aim of this question is to determine the extent of your experience in finance and business matters:

7. What is your experience as regarding investments (please check all that apply) ?

(i) Investments in shares and bonds :

No __ Yes __ If yes, indicate the total amount during last three years USD

(ii) Investments in new ventures capital and start-up companies :

No __ Yes __ If yes, indicate the total amount during last three years USD

(iii) _______% of my net worth, except housing, furniture and vehicles, are in the form of non-liquid investments, such as the securities of this Private Offering.

(iv) _______% of my net worth, except housing, furniture and vehicles, are in the form of investments generally considered as being liquid assets (easily convertible assets or cash).

(v) Please indicate the frequency of your investments in market quoted securities :

 rare  occasional  frequent

If frequent, what amount during last three years : USD

(vi) Please indicate the frequency of your investments in non quoted securities:

 rare  occasional  frequent

If frequent, what amount during last three years : USD

(vii) Please indicate the cumulated amount of your investments in other non quoted securities :

Securities of reporting companies

Other investments : USD

(Please specify the type)

The above information supplied by me is true and correct in all respects. I recognize that the Company will rely on the truth and accuracy of this information to decide on my capacity to invest within the framework of this Private Offering.

IN WITNESS WHEREOF, I completed this Questionnaire with ___________________ at _______________, _______________________________________ on this ______ day of ______________ of year __________ .

(Signature of investor)

(Print Name )

(Street address)

(City, State, Country, Zip Code)

(Signature of joint investor)

(Print Name )

(Street address)

(City, State, Country, Zip Code)

EXHIBIT B

Private Offering Confidential Memorandum Acknowledgement of Receipt and Maintenance of Confidentiality

I, the undersigned, hereby acknowledge to have received an original of the confidential Private Offering Memorandum of XYZ Corporation numbered __________________.

In the event of the unauthorized reproduction or of the communication of the information contained in this document, I commit to take full personal responsibility and I acknowledge to be liable for the total indemnification of the XYZ Corporation, payable without delay upon judgment from a competent court, even if an appeal to said judgment is filed.

The place of jurisdiction is Wilmington, State of Delaware.

The applicable laws are the laws of the United States of America and the State of Delaware.

ERISA

EXHIBIT C

ERISA DISCLOSURES

EXHIBIT D

ANTI-MONEY LAUNDERING

ANTI-MONEY LAUNDERING DEFINITIONS AND AGREEMENT

EXHIBIT E

FINANCIAL STATEMENTS

As Attachment

• IPSE 2023 Reviewed Financial Statements

• IPSE 2024 Draft of Accounts serving to the finalisation of the Reviewed Financial Statements