ALPHA Token Terms & Conditions

1. Introduction and relationship to other terms

These ALPHA Token Terms ("Token Terms") govern your acquisition, holding, and use of the ALPHA token, issued by Becoming Alpha, Inc., a Delaware Public Benefit Corporation ("the Company," "Becoming Alpha," "we," "us," or "our"). Read them with our Terms of Service, Risk Disclosure, and Privacy Policy. If these Token Terms conflict with the Terms of Service, the Terms of Service prevail. Any separate offering or subscription documents for a sale of ALPHA govern that sale and prevail over these Token Terms as to that transaction. By acquiring, holding, or using ALPHA, you agree to these Token Terms; if you do not agree, do not acquire, hold, or use ALPHA.

2. Nature of the ALPHA Token

Utility function. ALPHA is a utility token used within the Becoming Alpha ecosystem for access to and settlement of platform services, verification-gated incentives, staking/participation, and omnichain participation. It is rung four of the platform's architecture (Launch Intelligence Infrastructure → Launch OS → Alpha AI Engine → ALPHA rails → activation) and exists in service of the platform.

What ALPHA is not. ALPHA is not equity or an ownership interest in Becoming Alpha, not debt or a claim on the Company, not a deposit (and is not insured), not legal tender, and not a governance or voting right in the Company. The equity cap table and the ALPHA token are strictly separate instruments.

Communications discipline; value is two-sided. Becoming Alpha does not promote ALPHA as an investment and does not promise or imply any yield, return, appreciation, profit, or guarantee. This is a communications discipline; it does not mean ALPHA cannot be acquired or cannot change in value. Eligible persons may acquire ALPHA, a market for ALPHA may exist on approved third-party venues, and the market value of ALPHA may rise or fall, including to zero. We promise no outcome and give no investment advice. (This replaces any prior flat "ALPHA is not an investment instrument" statement.)

3. Offering, Eligibility, and No Solicitation

• Offerings are separate and exempt. Any offering or sale of ALPHA (including pre-listing Seed and Private rounds) is a capital-raising transaction made only to eligible participants (for example, qualified/eligible investors) under applicable securities-law exemptions, on separate offering/subscription terms. Those documents — not these Token Terms — govern such purchases. Nothing in these Token Terms or on the website is an offer to sell, or a solicitation of an offer to buy, ALPHA or any security, and there is no general solicitation of the public.
• No direct public sale. Becoming Alpha does not conduct a direct public sale of ALPHA. Where ALPHA becomes available to the public, it is through approved, reputable third-party venues, subject to eligibility, jurisdiction, and compliance, on a timeline that is a plan, not a promise.
• No fees on capital raised. Becoming Alpha does not charge fees on capital raised in any venture token event.
• Eligibility. You may acquire, hold, or use ALPHA only if you are at least 18 years old (or older where required), are not located in, resident in, or acting for a person in a restricted or comprehensively sanctioned jurisdiction, are not on any applicable sanctions list (including U.S. OFAC, UN, EU, or UK), are not otherwise barred by law, and complete required identity verification (KYC, and KYB for entities).

4. Supply, Distribution, and Vesting

The following structural parameters are drawn from the canonical Token Economics (v7.1). Illustrative prices or valuations are never forecasts and are not stated here.

• Fixed supply. A fixed, capped total supply of 100,000,000,000 (100 billion) ALPHA is minted once at the Token Generation Event (TGE), canonically on Solana; this is the only canonical issuance, and no mechanism can create net new supply. In supported cross-chain transfers under the burn-and-mint omnichain model (see Section 5), ALPHA is burned on the source chain and an equal amount is minted on the destination chain, so the aggregate supply across all supported chains never exceeds the 100 billion cap.
• Allocation (11 pools = 100%). Seed 10% · Private 12.5% · Public/Go-Live 5% · Elevate to Alpha 13% · Alpha Visibility Program 7% · Social Impact Collective 2.5% · Operations & Development 14% · Marketing & Growth 9% · Staking Rewards 11% · Founding Team & Early Backers 11% · Exchange Liquidity & Market-Making 5%.
• Emissions. Release is paced over a 30-month emissions schedule to full supply.
• Vesting (headline). Founding Team & Early Backers: 12-month lock, then 12-month linear. Seed: portion at listing, 3-month cliff, then linear. Private: portion at listing, 3-month cliff, then linear. Go-Live: portion at listing, then short linear. Incentive pools (Elevate to Alpha / Alpha Visibility / Social Impact): governed and milestone-gated. Specific schedules are set in the canonical model and the applicable offering documents.
• No guarantee of release. Vesting and emissions may be adjusted for legal, security, or operational reasons; we do not guarantee release on any specific schedule.

5. Multi-Chain Deployment

ALPHA is minted canonically on Solana and made usable across EVM networks (including Ethereum, BNB Chain, and Base) via a burn-and-mint omnichain model (LayerZero OFT) that conserves the fixed supply — no chain can inflate it. Cross-chain functionality is currently built and exercised on public test networks; testnet is not mainnet. Cross-chain bridges carry risks (smart-contract, bridge, and network failure); see the Risk Disclosure. We may adjust supported networks.

6. Settlement and Payment

ALPHA is the primary and exclusive settlement medium for payments on the platform. You may fund payments by connecting a supported crypto wallet or bank account; any funding currency is converted to ALPHA, and settlement occurs in ALPHA. Funding, conversion, and on-ramp services may be provided by third-party providers under their own terms and subject to identity verification. Becoming Alpha is non-custodial and does not control your private keys.

7. Incentive Credits (utility-bound, in-platform)

Certain incentives are issued as Incentive Credits — non-transferable, in-platform credits matched 1:1 with ALPHA that settle in ALPHA and are usable only within the ecosystem. Incentive Credits are not deposits or transferable instruments, have no guaranteed value, and depend entirely on the platform's continued operation and available use cases. Incentive Credits are earned only against verified action and accepted evidence (no reward for assertion, volume, or engagement alone), and are consumed when applied to approved utility or accepted milestones.

8. Staking and Participation

Where offered, staking is a participation mechanism that issues in-platform Incentive Credits, not a yield or interest product. Staking does not constitute a deposit, loan, or investment, and we do not promise or imply any yield, APY/APR, return, or reward rate; you may receive no credits. Locked ALPHA cannot be transferred during the lock period, and staking involves smart-contract and market risk. Staking activation is gated behind legal, economic, security, and mainnet readiness review, and may not be available.

9. No Governance Rights

ALPHA confers no governance, voting, or control rights over Becoming Alpha, Inc. The Company is governed by its board and executives under its governed accountability model. (Becoming Alpha does not operate, and does not plan to operate, a token-holder voting governance model.)

10. Restricted Jurisdictions and Compliance

We may restrict or prohibit the acquisition, holding, or use of ALPHA in certain jurisdictions for legal, regulatory, or operational reasons; restricted jurisdictions may change at any time. You are responsible for ensuring your acquisition, holding, and use of ALPHA is lawful where you are, including securities, tax, and anti-money-laundering laws. Identity verification and sanctions screening are described in the KYC / AML & Sanctions policy.

11. Risks

Acquiring, holding, and using ALPHA involves significant risk, including volatility (value may fall to zero), loss of keys (irreversible), smart-contract and bridge failure, network and regulatory change, token reclassification, illiquidity, and settlement/conversion risk. These are described in the Risk Disclosure, which you should read in full.

12. Disclaimers

Nothing here is financial, investment, legal, or tax advice, or a recommendation to acquire, hold, or use ALPHA. Forward-looking statements (plans, timing, features) are subject to change and are not guarantees. Any Becoming Alpha white paper or informational material is provided for information only and does not create rights or obligations; if it conflicts with these Token Terms or the Terms of Service, the latter prevail. ALPHA is provided "as is" without warranties to the extent permitted by law.

13. Changes and Contact

We may update these Token Terms through a governed process; we post the updated version with a new effective date and record material changes on Updates. Continued use after the effective date is acceptance where permitted by law. Questions: legal@becomingalpha.world (or info@becomingalpha.world). Becoming Alpha, Inc., a Delaware Public Benefit Corporation; for legal notice, see the Terms of Service.