2. Economic Model

Economic Model

The WillDom economic model is designed to align incentives across the ecosystem while enabling scalable growth of transformation solutions and capabilities.

Rather than concentrating all revenue within a centralized organization, the platform distributes value among the participants who contribute to generating opportunities, designing solutions, and delivering projects.

This model encourages collaboration, specialization, and entrepreneurial participation, allowing the ecosystem to grow organically while maintaining strong economic incentives for all participants.

The economic structure is based on four core components.

Revenue Distribution

Revenue generated from client engagements is distributed among the ecosystem participants based on the roles they play in the opportunity and delivery.

Typical participants in a transaction may include:

• the Branch or Partners that originated or manages the client relationship

• the Branch or Partners contributing delivery capabilities

• the solution leaders or vertical leaders who developed the solution framework

• the platform that enables coordination and governance

This distribution model ensures that value is shared according to contribution, encouraging ecosystem participants to collaborate in designing and delivering transformation initiatives.

Royalties

Overview

As a general rule, royalties are paid to WillDom for any new business generated after the execution of the Strategic Alliance Agreement, in accordance with the agreement signed by each branch or partner.

Under the contract, royalties are composed of two elements: a Minimum Monthly Value and a Monthly Percentage Value. The Minimum Monthly Value is the recurring fixed monthly amount established in the agreement. The Monthly Percentage Value is the variable royalty applied to the revenue generated by new business conducted after the signature of the Strategic Alliance Agreement.

For operational purposes, the key principle is the following: royalties apply to new business post-signature. If a branch or partner brings a new client after signing the Strategic Alliance Agreement, royalties apply under the standard contractual rules. If the business relates to a client that was already pre-existing in WillDom before that signature, then the royalty treatment depends on the type of transaction being executed.

General rule

Royalties are due to WillDom on any new business generated after the signature of the Strategic Alliance Agreement.

In practical terms, if a new client is incorporated into the ecosystem after the execution of the agreement, the corresponding royalties begin to apply. This is the default rule and should be understood as the standard treatment unless a specific exception has been formally approved.

Pre-existing clients

If the client was already part of WillDom before the relevant branch or partner signed the Strategic Alliance Agreement, the transaction must be analyzed based on the nature of the business.

A renewal of a pre-existing WillDom client does not generate royalties.

However, if there is an upsell involving a pre-existing WillDom client, royalties may still apply depending on how the business is structured and which operators participate in the revenue generation.

Upselling for pre-existing WillDom clients

If there is an upsell for a pre-existing WillDom client and the business involves a developer or operator from the network, then royalties apply.

In those cases, the royalty follows the commercial structure of the transaction. This means the royalty burden is not assigned arbitrarily, but instead follows the same allocation logic as the revenue sharing or margin sharing applicable to the underlying deal.

If two operators participate in the upsell, both operators pay variable royalties. The royalty is shared according to the same percentage used for the revenue distribution of the main business.

Inter-branch and branch-to-partner transactions

If a business is conducted between two operators in the network, whether between two branches or between a branch and a partner, both parties pay the variable royalty.

The applicable principle is that the 5% variable royalty follows the same proportion as the revenue share of the transaction. In other words, royalties follow the economic logic of the principal business.

This means that royalties should be split in the same proportion in which the revenue, margin, or economic participation is split between the parties involved.

Staffing transactions

In staffing transactions, where the economic structure is typically shared 50% / 50%, the royalties follow that same logic.

If the principal business is shared fifty-fifty, then the 5% variable royalty is also allocated fifty-fifty. One operator pays 50% of the royalty and the other operator pays the remaining 50%.

In this sense, the royalty follows the fate of the principal transaction.

Solutions transactions

In solutions transactions, where the economic structure may follow a 60% / 40% split, royalties must follow the same rule.

If the solution expert branch, meaning the branch that executes the solution, receives 60% of the revenue or margin allocation, then that branch pays 60% of the variable royalty. The other branch, which receives 40%, pays 40% of the variable royalty.

Again, the operating principle is that the royalty follows the same distribution logic as the principal business.

Practical interpretation

The royalty model should therefore be read with the following operating logic:

For new business after signature, royalties apply as the general rule.

For renewals of pre-existing WillDom clients, royalties do not apply.

For upsells involving pre-existing WillDom clients, royalties may apply if the transaction creates new business through the network, and the royalty burden must be distributed according to the same economic participation applied to the main transaction.

For inter-branch or branch-to-partner business, the variable royalty is shared proportionally by the participating operators, based on the revenue-sharing or margin-sharing structure of the deal.

Exceptions

Any exception to the standard royalty treatment must be requested formally.

Requests for royalty exceptions must be sent to glb.operations@willdom.com. Operations will review the case together with Finance and, if the exception is approved, Operations will notify Product so that the exception can be executed and properly reflected in Wave for that specific client.

Royalty exceptions are not the standard rule and should only be granted in very specific cases..

Vertical Economics

Verticals represent specialized domains within the ecosystem where transformation solutions are developed and scaled across multiple clients.

Examples of verticals may include:

• AI Transformation

• Industry-specific solutions

• Data and analytics platforms

• enterprise technology domains

When a vertical contributes intellectual frameworks, methodologies, or solution accelerators used in client engagements, it participate in the economic value generated by those initiatives.

This model encourages the development of reusable solution frameworks that can scale across industries and markets, strengthening the overall value of the ecosystem.

Branch P&L Logic

Branches operate as entrepreneurial business units within the ecosystem.

Each branch is responsible for developing client opportunities and managing the financial performance associated with those engagements.

A branch’s economic performance is typically driven by:

• revenue generated from client engagements

• margins derived from solution delivery

• collaboration with ecosystem partners and operators

Branches maintain visibility into their own economic performance while participating in the broader platform model that enables collaboration across the ecosystem.

This structure allows branches to operate with entrepreneurial autonomy while benefiting from the capabilities, infrastructure, and market reach of the WillDom ecosystem.

In the case of Branch Owners, they contribute with a fee for the Shared Service Center, which provides key operational services such as delivery support and talent management. This structure allows branches to focus on developing opportunities and managing client relationships while relying on the platform for operational capabilities.

SSC Service Fees

Incentive Alignment

The WillDom economic model is designed to align incentives across all participants in the ecosystem.

Participants are rewarded for:

• generating opportunities

• contributing specialized capabilities

• developing scalable solutions

• delivering successful transformation outcomes

By distributing value according to contribution, the platform encourages ecosystem participants to collaborate in building solutions and expanding the network’s effects..

Summary

The economic model enables WillDom to function as a platform business where value is created and distributed across a network of specialized operators.

Through revenue distribution, royalties, vertical participation, and branch-level economics, the ecosystem creates a structure that supports:

• entrepreneurial participation

• scalable solution development

• collaborative delivery

• long-term ecosystem growth.