Verse

Contents

Letter to OpenSea

This letter outlines our proposal to acquire OpenSea, our view on where the NFT market is heading, and why we believe combining Verse and OpenSea is the right path forward for both companies, their shareholders, and the industry.

The NFT Market Is Entering Its Next Phase

OpenSea built the leading NFT marketplace and helped bring NFTs into the mainstream. It became the defining platform of the market’s first phase, driven by trading.

The next phase of the NFT market will be driven by collecting.

The Market Will Get Much Bigger

As with every other asset, the value of any given NFT will ultimately be underpinned by the strength of the IP behind it. The more famous and enduring something becomes, the more exciting it is to own, and the more confidence it commands as a store of value. Picasso and Warhol are enduring examples of this dynamic in traditional art.

Over time, the value of the IP backing NFTs will grow - both from globally recognized brands launching collections and from web3-native brands becoming more culturally significant in their own right.

And as this happens, long-term demand will increasingly come from collectors: people who want to own culturally meaningful assets they identify with and want to hold over time.

Different Buyers, Different Solutions

OpenSea built the dominant marketplace for NFT trading. But a trading platform and a collecting platform optimize for fundamentally different user behaviors.

• Traders prioritize liquidity, speed, pricing, and breadth of inventory.
• Collectors prioritize discovery, curation, identity, storytelling, trust, and ease of ownership.

We believe the next generation of NFT platforms will increasingly own the direct relationship with collectors. As the market matures, specialized platforms will emerge across verticals including digital art, music and media, sports collectibles, RWAs, fundraising, memberships, ticketing, experiences, and more.

Verse Provides the Tools

These platforms will need minting, payment, CMS & custody tools. Verse will provide them.

Originally launched as a curated digital art marketplace designed to make collecting simple for mainstream users, Verse will soon expand into infrastructure - with a product that lets anyone:

• Launch an NFT platform easily
• Handle minting, payments, and sales on their own site - accessing everything in Verse’s toolkit

The Opportunity

Verse brings the next generation of collectors into NFTs. OpenSea is where they go to trade. Together, the combined company owns the full collector journey.

Why This Is the Right Outcome for Shareholders

Trading volume is cyclical and competitive. Collector demand is durable. This transaction repositions OpenSea around the more defensible side of the market and gives shareholders:

• Exposure to a much larger long-term audience
• Participation in the NFT industry’s next phase of growth
• Ownership in a business built around higher retention and lifetime value

Financing

The proposed transaction would be funded through a combination of Verse equity, strategic capital, and financing partners. OpenSea shareholders would receive meaningful ownership in the combined company, aligning incentives around long-term value creation.

Verse is in discussions with capital partners to support the transaction and future growth, and expects to structure the transaction in a disciplined and flexible manner.

Closing

OpenSea led the first phase of NFTs. Collecting will shape the next one. This transaction will create the company that drives it.