Proposal ID: EXAIP-32 Proposer: Exa Labs Date: May 16, 2026

Summary

This proposal seeks DAO approval to implement a clear structural separation between:

1. The Exactly Protocol (decentralized layer)
2. The Exa App and related application-layer activities (application layer).

The purpose of this separation is to enable the application layer to scale with external capital and operational resources, while preserving the independence, neutrality, and decentralization of the Exactly Protocol.

Background

Over time, Exactly has naturally evolved into two complementary but distinct components:

1. A decentralized protocol, governed by the DAO and focused on on-chain financial infrastructure
2. An application layer, responsible for product development, user interfaces, integrations (such as cards and fiat rails), and day-to-day execution.

As the scope and ambition of the application layer continue to grow, its operational needs (such as hiring, partnerships, and integrations) require a structure that can support scalability, coordination, and long-term sustainability. This proposal formalizes that evolution by clearly separating both layers.

Proposal

Structural Separation

The ecosystem will be reorganized into two independent but complementary layers:

1. Protocol Layer (DAO-governed)

The Exactly Protocol will remain fully decentralized and governed by EXA token holders. It will continue to operate:

• Without equity or shareholders.
• Without profit distribution mechanisms at the company level.
• With governance fully executed on-chain.

The guiding principles of this layer are:

• Independence from any centralized entity.
• No direct linkage between token holders and company-level revenues or cash flows, it being understood that protocol-level fees and on-chain economic activity continue to accrue to the protocol treasury as currently implemented.
• Freedom to engage or replace service providers as determined by the DAO.

The protocol layer, including all protocol-related assets, remains within the existing decentralized structure.

This includes, without limitation:

• The Exactly Protocol smart contracts and infrastructure
• The “Exactly Protocol” brand and associated trademarks
• All protocol-related intellectual property, which remains open-source and under the control of the decentralized ecosystem.

None of these assets is transferred to or owned by the application-layer business. The application layer business will operate under separate branding, including the “Exa App” and “Exa Card” brands, which are distinct from the protocol and part of the application layer.

2. Application Layer Business

A separate entity (“NewCo”) will be established to operate the application layer.

This entity will be responsible for:

• Developing and maintaining the Exa App.
• Managing integrations (credit cards, fiat rails, compliance processes).
• Employing the team and executing the product roadmap.

The NewCo will operate under a traditional corporate structure, allowing it to enter into contracts, raise capital, and scale operations efficiently. The Exa App operates under a distinct brand and does not replace or subsume the Exactly Protocol.

Relationship Between Protocol and Business

The relationship between both layers is designed to be clear, limited, and non-dependent. As part of the reorganization, the application layer business will continue to support the protocol through services such as development, maintenance, and upgrades for an initial period, in accordance with contractual arrangements.

At all times:

• The DAO, through its applicable governance processes, retains discretion to continue or discontinue these arrangements.
• No exclusive dependency is created.

The protocol remains operationally and economically independent of the application-layer business.

Ecosystem Synergies

The Exactly Protocol and the Exa App are designed to operate as complementary components of the broader ecosystem.

As the Exa App expands its user base:

• Users may interact with the Exactly Protocol through deposit and borrowing activities.
• The application layer may contribute to increased protocol usage and broader ecosystem participation.
• The protocol and the application layer may continue to evolve in a complementary manner.

These interactions are intended to support the ecosystem's development and accessibility while preserving the protocol's independence and governance.

Consideration and Alignment with the Ecosystem

As part of the reorganization, the structure is designed to ensure the ecosystem remains economically aligned with the application layer's success.

In exchange for the historical contribution to the development of the Exactly ecosystem and the contribution of the application layer business, the DAO structure is expected to receive consideration in the form of one or more off-chain equity-linked instruments (including subordinated convertible instruments), intended to represent an initial economic participation on a pre-financing basis and established in connection with third-party institutional investment and negotiated market terms.

As part of the reorganization, the application layer business is also expected to continue supporting the protocol through development, maintenance, and operational services for an initial period (expected to be up to approximately two years or until the structure becomes reasonably self-sustainable), pursuant to contractual arrangements. Such participation does not constitute a direct economic right for token holders over the application-layer business.

The initial equity structure of the NewCo is expected to reflect a balanced allocation among new investors, previous investors, team members, and the DAO structure.

These elements are designed to ensure that:

• The broader ecosystem remains aligned with the long-term development of the application layer.
• The protocol remains supported during the transition period.
• The overall structure maintains clear operational and governance separation between the protocol and the application layer.

This approach allows the ecosystem to combine a fully decentralized protocol and a scalable application layer, while maintaining long-term alignment across the broader ecosystem.

Additional information regarding the final implementation structure and related arrangements is expected to be shared with the community following completion of the reorganization process and related financing.

Conclusion

The proposed structure is intended to enable the application layer to operate with the coordination, operational flexibility, and resource access required to support its development and scalability, while preserving the independence and decentralization of the Exactly Protocol.

By separating the protocol from the application layer:

• Governance of the protocol remains decentralized.
• The protocol remains independent from company-level ownership and operational structures.
• No external investors participate in protocol governance.
• The protocol may continue receiving transitional development and operational support pursuant to contractual arrangements.

This proposal establishes a structure that enables the application layer to access operational resources and scale responsibly, while preserving a fully decentralized and independent protocol and clearly defining layer boundaries.