Data Room Access Policy

1. Introduction and Scope

This Data Room Access Policy (the "Policy") governs access to the Becoming Alpha Investor Data Room (the "Data Room"), a private, permissioned environment operated by Becoming Alpha, Inc., a Delaware Public Benefit Corporation ("Becoming Alpha," "we," " us"). The Data Room is hosted at the dataroom subdomain of Becoming Alpha (the "Site") and contains confidential materials prepared for the limited purpose of supporting diligence by approved recipients in connection with a potential investment in, advisory engagement with, or strategic transaction involving Becoming Alpha and the ALPHA token.

The Data Room is not a public website. Materials within the Data Room are confidential, restricted, and made available only to recipients who have been individually approved by Becoming Alpha in accordance with this Policy. This Policy is in addition to, and does not replace, Becoming Alpha's Terms of Service, Acceptable Use Policy, Privacy Policy, Risk Disclosure Policy, and any non-disclosure or other written agreement executed between Becoming Alpha and the approved recipient (each, an "NDA"). In the event of conflict, the executed NDA controls, then this Policy, then the Terms of Service, then other policies.

2. Binding Acknowledgment by Access

By requesting access to, signing into, viewing, downloading, streaming, printing, screenshotting, copying, forwarding, or otherwise accessing any page, file, link, or other content within the Data Room, including any page reachable from the dataroom subdomain of Becoming Alpha (collectively, " Access"), the accessing party (the "Recipient ") irrevocably acknowledges and agrees that:

• The Recipient has read, understood, and is bound by this Policy in its entirety.
• The Recipient is bound by the Terms of Service, Acceptable Use Policy, Privacy Policy, Risk Disclosure Policy, and any other Becoming Alpha policy or NDA applicable to the Recipient.
• The Recipient is bound by all applicable laws and regulations of the United States, including without limitation U.S. federal and state securities laws, U.S. economic sanctions, anti-money-laundering laws, anti-bribery laws, tax laws, export controls, and privacy laws, and by the laws of any other jurisdiction applicable to the Recipient.
• The Recipient has the legal capacity and, where acting on behalf of an entity, full authority to bind that entity to this Policy.
• All information obtained through Access is Confidential Information (as defined in Section 5) and is subject to the restrictions in this Policy and any applicable NDA.
• The Recipient understands that Access is granted for evaluation purposes only and does not create any partnership, agency, joint venture, employment, fiduciary, or investment relationship with Becoming Alpha.

If the Recipient does not agree to be bound by this Policy in full, the Recipient must immediately cease all Access, must not view any Data Room content, and must request that Becoming Alpha revoke any credentials previously issued to the Recipient.

3. Eligibility for Access

The securities-law exemptions relied on for any offering, and the eligibility criteria for participation in it, are determined solely by that offering's documents and its legal advisers. This Policy governs access to the Data Room only and is not an offer, solicitation, or representation about any offering.

Access to the Data Room is limited to Recipients who satisfy one or more of the following criteria and who have been individually approved by Becoming Alpha:

• Accredited Investors as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the " Securities Act"), including, where required for Rule 506(c) offerings, after independent verification of accredited status.
• Qualified Institutional Buyers as defined in Rule 144A under the Securities Act.
• Qualified Purchasers as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended.
• Knowledgeable Employees within the meaning of Rule 3c-5 under the Investment Company Act, where applicable.
• Non-U.S. persons as defined in Regulation S under the Securities Act, where Access is provided pursuant to Regulation S and consistent with its requirements.
• Licensed attorneys, certified public accountants, compliance officers, auditors, registered investment advisers, and other professional advisors who are acting on behalf of an approved investor and who are themselves bound by applicable professional confidentiality obligations and this Policy.
• Strategic counterparties, lenders, underwriters, placement agents, and corporate development representatives evaluating a defined transaction with Becoming Alpha, in each case under a written NDA.
• Regulators, governmental authorities, and self-regulatory organizations requesting Access in the course of a lawful inquiry, subject to applicable confidentiality protections.

Access is not available to: (a) any person or entity located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. economic sanctions (currently including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) any person or entity appearing on the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List, OFAC's Sectoral Sanctions Identifications List, the U.S. Department of Commerce's Denied Persons List or Entity List, the U.S. Department of State's debarred parties list, or any similar U.S. or international restricted-party list; (c) any U.S. person who is not an Accredited Investor (or other qualifying category) where the offering being supported requires such status; (d) any person previously suspended or removed from Becoming Alpha services; or (e) any other person Becoming Alpha determines, in its sole discretion, is not appropriate to receive Access.

4. Approval, Identity Verification, and Sanctions Screening

Access is granted only after Becoming Alpha, in its sole discretion, determines that a prospective Recipient is eligible. Becoming Alpha may require any of the following before granting Access and on a continuing basis thereafter:

• Completion of an access request and questionnaire identifying the Recipient, beneficial owners, and intended purpose of Access.
• Identity verification ("KYC") and, for entities, Know-Your-Business ("KYB") procedures, including government-issued identification, corporate formation documents, beneficial-owner information, and proof of address.
• Sanctions, watchlist, and politically-exposed-person screening against OFAC, U.S. Department of Commerce, U.S. Department of State, United Nations, European Union, U.K. HM Treasury, and other applicable lists.
• Accreditation verification, including, where required by Rule 506(c) of Regulation D, written verification by a registered investment adviser, registered broker-dealer, licensed attorney, certified public accountant, or other person permitted to provide such verification, or via a qualified third-party verification service.
• Execution of an NDA in form and substance acceptable to Becoming Alpha.
• Reasonable diligence confirming that the Recipient's stated purpose is consistent with the Permitted Use described in Section 6.

Becoming Alpha may, at any time, request additional information, re-verify any prior determination, and suspend or terminate Access pending re-verification. Failure to respond promptly to such requests is grounds for revocation.

5. Confidentiality Obligations

All non-public materials made available through the Data Room, in any format (including without limitation pitch materials, financial models, projections, capitalization tables, token economics, smart-contract designs, security audits, governance documents, regulatory analyses, customer and partner information, technical architecture, source code, roadmaps, internal memoranda, communications, and any analyses, notes, summaries, derivative works, or compilations prepared from such materials), are " Confidential Information" of Becoming Alpha.

The Recipient shall:

• Treat Confidential Information with at least the same degree of care it uses to protect its own most sensitive confidential information, and in no event less than a reasonable degree of care.
• Use Confidential Information solely for the Permitted Use defined in Section 6.
• Disclose Confidential Information only to its own directors, officers, employees, and professional advisors who have a clear need to know for the Permitted Use, who have been informed of the confidential nature of the information, and who are bound by confidentiality obligations no less protective than those in this Policy. The Recipient is responsible for any breach of this Policy by its representatives as if it were the Recipient's own breach.
• Comply with any specific marking, period, watermark, or handling instruction applied to a particular Data Room item.
• Promptly notify Becoming Alpha in writing upon discovery of any unauthorized use or disclosure of Confidential Information and cooperate with Becoming Alpha to recover and prevent further unauthorized use.

Confidentiality obligations under this Policy survive any termination of Access for the period specified in the applicable NDA, and if no NDA is in effect, for a period of five (5) years following the date of last Access, except that obligations with respect to information that constitutes a trade secret continue for so long as such information remains a trade secret under applicable law.

Confidential Information does not include information that the Recipient can demonstrate by competent written evidence: (a) was lawfully in its possession without confidentiality obligation prior to disclosure by Becoming Alpha; (b) is or becomes generally available to the public through no act or omission of the Recipient; (c) is rightfully received from a third party not under a confidentiality obligation; or (d) is independently developed without reference to Confidential Information. Disclosure compelled by a court or governmental authority of competent jurisdiction is permitted only if the Recipient gives Becoming Alpha prompt written notice (where lawful) and reasonable cooperation to seek a protective order or other remedy.

6. Permitted Use of Materials

Confidential Information may be used only for the purpose of: (a) evaluating a potential investment in, or financing of, Becoming Alpha or the ALPHA token; (b) providing professional advisory services to an approved investor in connection with such evaluation; (c) evaluating a defined strategic transaction with Becoming Alpha; or (d) discharging a regulator's lawful supervisory function (collectively, the "Permitted Use").

Any other use is strictly prohibited, including without limitation use for competitive intelligence, market research, journalism or media coverage, training of artificial intelligence or machine learning systems, product development unrelated to a transaction with Becoming Alpha, or any commercial or personal benefit outside the Permitted Use.

7. Express Restrictions

Without limiting the generality of Sections 5 and 6, the Recipient shall not, and shall ensure its representatives do not, directly or indirectly:

• Copy, reproduce, mirror, scrape, screen-record, screenshot, photograph, transcribe, translate, summarize, paraphrase, or republish any Data Room content outside the Permitted Use.
• Forward, transmit, post, upload, or otherwise make Data Room content available to any person not specifically authorized to receive it under this Policy or an applicable NDA.
• Post, share, or reference Data Room content on any public website, social platform, chat channel, blog, podcast, newsletter, AI chatbot, large language model prompt, or other public or semi-public surface.
• Use Data Room content to train, fine-tune, embed, vectorize, or otherwise ingest into any machine learning model, retrieval system, or third-party service that may retain or surface the content outside the Permitted Use.
• Disclose to any third party the existence, status, terms, or content of any discussions with Becoming Alpha or any prospective transaction, except as expressly permitted in writing by Becoming Alpha.
• Bypass, disable, defeat, or circumvent any access control, watermark, encryption, rate limit, or other security or compliance measure applied to the Data Room.
• Share, sell, rent, lease, transfer, or sub-license any Access credentials. Each set of credentials is personal to the Recipient to whom it was issued and may not be used by any other person.
• Use Data Room content as the basis for any public statement, marketing material, comparative analysis, research report, securities-related communication, or solicitation, in any medium, without Becoming Alpha's prior written consent.
• Engage in insider trading or any form of market manipulation based on information obtained through Access, including any trading in the ALPHA token or any related digital asset, security, derivative, or instrument when in possession of material non-public information.

8. U.S. Securities Law Compliance

Data Room materials are made available in reliance on one or more exemptions from the registration requirements of the Securities Act and applicable state securities (or "Blue Sky") laws, including without limitation Section 4(a)(2), Rule 506(b), Rule 506(c), and Rule 144A under the Securities Act, and Regulation S where Access is granted to non-U.S. persons. Materials are made available solely for purposes of the Permitted Use and are not a prospectus or offering document under any securities law.

The Recipient acknowledges and agrees that:

• Any future offering of ALPHA tokens, equity, debt, simple agreements for future tokens ("SAFTs"), simple agreements for future equity ("SAFEs"), or other securities by Becoming Alpha will be made, if at all, only pursuant to definitive transaction documents and in compliance with the Securities Act, the Securities Exchange Act of 1934 (the " Exchange Act"), the Investment Company Act, the Investment Advisers Act of 1940, state securities laws, the rules of self-regulatory organizations, and other applicable law.
• Securities, if any, acquired in any such offering will be "restricted securities" within the meaning of Rule 144 under the Securities Act and may not be resold absent registration or an available exemption.
• The Recipient will not make any statement, written or oral, that could constitute a general solicitation or general advertising under Regulation D in violation of Rule 502(c) or that could otherwise jeopardize an exemption Becoming Alpha is relying on.
• The Recipient will comply with insider trading prohibitions, including Section 10(b) of the Exchange Act, Rule 10b-5 thereunder, Regulation FD, and any analogous rules applicable to digital assets, while in possession of material non-public information obtained through Access.
• Any selling restrictions, lock-ups, transfer restrictions, holding periods, or vesting schedules set forth in the Data Room or related definitive documents will be observed in full.

Nothing in this Policy constitutes an opinion that any ALPHA token, SAFT, SAFE, equity instrument, or other interest does or does not constitute a "security" under the Securities Act, the Exchange Act, or any other law. The legal characterization of such interests is fact-specific and subject to evolving regulatory guidance.

9. U.S. Government and Regulatory Compliance

The Recipient represents, warrants, and covenants that, in connection with any Access and any subsequent activity with Becoming Alpha, it will comply with all applicable laws, regulations, executive orders, and governmental guidelines of the United States, including without limitation:

• Economic Sanctions. The economic and trade sanctions administered by OFAC, including comprehensive country sanctions, sectoral sanctions, and list-based sanctions; the International Emergency Economic Powers Act; and the Trading with the Enemy Act.
• Anti-Money Laundering and Counter-Terrorism Financing. The Bank Secrecy Act of 1970, as amended, including by the USA PATRIOT Act of 2001 and the Anti-Money Laundering Act of 2020; regulations and guidance issued by the Financial Crimes Enforcement Network ("FinCEN"); and applicable money transmitter and virtual-currency rules of U.S. states.
• Anti-Bribery and Anti-Corruption. The U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and analogous laws.
• Export Controls. The Export Administration Regulations administered by the U.S. Department of Commerce's Bureau of Industry and Security and the International Traffic in Arms Regulations administered by the U.S. Department of State, including restrictions on the export, re-export, transfer, and provision of technology and technical information.
• Tax Information Reporting. The Foreign Account Tax Compliance Act, the Common Reporting Standard where applicable, and all federal, state, and local tax laws applicable to the Recipient's activities.
• Securities, Commodities, and Derivatives Regulation. Rules and orders of the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, the Financial Industry Regulatory Authority, the National Futures Association, and applicable state securities regulators.
• Banking, Consumer Finance, and Payments. The Gramm-Leach-Bliley Act, the Electronic Fund Transfer Act, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, and applicable consumer-protection rules.
• Privacy and Data Protection. The California Consumer Privacy Act, the California Privacy Rights Act, other state privacy laws, and any U.S. federal privacy law from time to time applicable to the Recipient's processing of personal information obtained through Access.
• Cybersecurity. The Computer Fraud and Abuse Act, applicable federal and state cybersecurity and incident-notification laws, and reasonable industry-standard security practices.
• Government Information Requests. The Recipient will not use Data Room content in any manner that violates U.S. or other government investigatory, judicial, administrative, or self-regulatory processes, including by tipping any subject of an inquiry.

The Recipient further represents that neither it nor, to its knowledge, any of its directors, officers, employees, agents, beneficial owners, or affiliates is, or has been within the past five (5) years, the subject of any sanctions, debarment, suspension, indictment, conviction, or material regulatory enforcement action that would render Access inappropriate under U.S. law. The Recipient agrees to promptly notify Becoming Alpha in writing if any such representation ceases to be accurate.

10. Not an Offer; Not Investment Advice

Data Room content does not constitute, and shall not be construed as: (a) an offer to sell, or a solicitation of an offer to buy, any security, token, derivative, or other financial instrument in any jurisdiction; (b) a recommendation to enter into any transaction; or (c) investment, legal, tax, accounting, regulatory, or financial advice. Becoming Alpha is not acting as the Recipient's investment adviser, broker, dealer, custodian, agent, or fiduciary. The Recipient is responsible for conducting its own independent due diligence and is encouraged to consult its own qualified legal, tax, financial, and accounting advisors regarding any decision to participate in any offering or transaction.

11. Forward-Looking Statements

Data Room content may contain forward-looking statements regarding Becoming Alpha's plans, products, market conditions, competitive position, regulatory expectations, financial projections, token economics, and roadmap. Forward-looking statements are based on assumptions and information available at the time of preparation and are inherently subject to risks, uncertainties, and changes in circumstances. Actual results, performance, or events may differ materially. No representation or warranty is made that any projection, estimate, or forward-looking statement will be realized. The Recipient should not place undue reliance on forward-looking statements and should review the Risk Disclosure Policy and any risk factors set forth in definitive transaction documents.

12. Intellectual Property

All Data Room content, including all copyrights, trademarks, trade secrets, patents, and other intellectual property rights, is and remains the sole and exclusive property of Becoming Alpha and its licensors. Becoming Alpha grants the Recipient only a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to view Data Room content solely for the Permitted Use. No other right or license, express or implied, is granted. The Becoming Alpha and ALPHA names, logos, and brand elements may not be used by the Recipient for any purpose without Becoming Alpha's prior written consent.

13. Monitoring, Logging, and Audit

The Recipient acknowledges that Becoming Alpha may, to the maximum extent permitted by applicable law: (a) log and audit all Access activity, including identity, IP address, device fingerprint, geolocation, page and file views, downloads, search queries, and session metadata; (b) apply personalized watermarks, fingerprints, or other identifiers to Data Room content distributed to the Recipient; (c) monitor for indicators of unauthorized access, disclosure, scraping, or automated retrieval; and (d) require the Recipient to certify in writing as to compliance with this Policy. Logging and monitoring activities are conducted consistent with Becoming Alpha's Privacy Policy.

14. Termination and Revocation of Access

Becoming Alpha may suspend, restrict, or terminate any Recipient's Access at any time, with or without notice and with or without cause, including in response to a suspected violation of this Policy, a change in eligibility, a regulatory or legal requirement, or completion of the Recipient's diligence purpose. Upon termination, the Recipient shall: (a) immediately cease all Access; (b) return or, at Becoming Alpha's option, securely destroy all copies of Confidential Information in the Recipient's possession or control, including copies held by representatives; and (c) on request, certify such return or destruction in writing. The Recipient may retain one (1) archival copy of materials to the extent required by applicable law, regulatory record-keeping obligation, or established internal compliance backup procedures, in each case subject to ongoing confidentiality obligations.

15. Breach, Remedies, and Survival

The Recipient acknowledges that a breach of this Policy may cause irreparable harm to Becoming Alpha for which monetary damages would be inadequate. Becoming Alpha is entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement to post a bond or prove actual damages, in addition to any other remedies available at law or in equity. Becoming Alpha may also report apparent violations to applicable law-enforcement and regulatory authorities and may pursue civil and, where appropriate, criminal remedies. The provisions of Sections 2, 5, 6, 7, 8, 9, 10, 12, 14, 15, 17, and 19 survive termination of Access.

16. Reporting Unauthorized Access or Disclosure

The Recipient shall promptly notify Becoming Alpha of any actual or suspected: (a) unauthorized Access; (b) unauthorized disclosure, copying, or use of Confidential Information; (c) loss, theft, or compromise of Access credentials; or (d) compelled disclosure to a court, regulator, or other governmental authority. Notice should be sent to security@becomingalpha.world with a copy to support@becomingalpha.world. Suspected security vulnerabilities should also follow the Security & Responsible Vulnerability Disclosure Policy .

17. Governing Law and Dispute Resolution

This Policy is governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws principles, and applicable U.S. federal law. Any dispute arising out of or relating to this Policy is subject to the dispute-resolution provisions of the Terms of Service, including the binding arbitration and class-action-waiver provisions, except that either party may seek injunctive or other equitable relief from a court of competent jurisdiction in aid of arbitration or to enforce confidentiality obligations under this Policy. The state and federal courts located in Delaware have exclusive jurisdiction over any such action.

18. Changes to This Policy

Becoming Alpha may modify this Policy from time to time. Any modification is effective upon posting the revised Policy to the Site, except where applicable law requires advance notice. The Recipient's continued Access following a modification constitutes acceptance of the revised Policy. For material modifications, Becoming Alpha will use reasonable efforts to provide notice through the Data Room interface or by email to the contact on file. Recipients who do not accept a modification must cease all Access.

19. Contact Information