💼 CORPORATE CODE OF CONDUCT

💼 CORPORATE CODE OF CONDUCT

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✅ SEC CATEGORY 1 COMPLIANT | Issuer-Sponsored Tokenized Securities pursuant to SEC Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets Joint Statement dated January 28, 2026

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🌟 INTRODUCTION

OTCOTCM MemeProtocol, Corp.Inc. ("OTCOTCM Meme"Protocol" or the "Company") is a FloridaWyoming corporationDigital Asset Corporation operating a blockchain-based platform that enables the tokenization of OTC micro-cap securities as memeST22 tokensTokenized Securities on the Solana blockchain.blockchain under the SEC Category 1 (Issuer-Sponsored Tokenized Securities) framework.

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📊 Our Commitment

We publish regular updates and reports, available on our website, containing information regarding:

• Area	Description
  🔧 Operations	Our platform operations  and performance
  📜 Policies	Internal policies  and procedures
  🎯 Practices	Business practices and compliance activities
  ⚖️ Regulatory	Category 1 compliance status and updates

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  🌍 Scope of Application

  This Corporate Code of Conduct applies to:

  • Scope	Description
    🏢 Company	The Company and any subsidiaries
    👥 US Personnel	All personnel working in the United States
    🌐 Global Personnel	All personnel in foreign countries
    🤝 Contractors	Contractors and consultants acting on behalf of the Company

    This Code supplements, emphasizes, and clarifies certain aspects of the Company's internal policies.

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    1. ⚖️ OBEYING THE LAW

    Obeying the law, both in letter and spirit,spirit, is the foundation on which OTCOTCM Meme'Protocol's ethical standards are built.

    🎯 Our Expectations

    The Company expects its personnel to maintain the highest ethical standards of business conduct and comply with:

    Requirement 📊	Description
    🇺🇸 Federal Laws	All applicable securitiesfederal laws and regulations
    🏛️ 🚫 State Anti-briberyLaws	All applicable state laws and corruptionregulations
    🌍 laws International (includingLaws	Laws USof FCPA)countries 💰where Anti-moneywe launderingoperate
    📜 (AML) Company Policies	All internal policies and counter-terrorist financing laws ⛓procedures
    ⚖️ Cryptocurrency Securities Laws	Federal and blockchainstate regulations 🔒 Data privacy and protectionsecurities laws
    🏦 Category 1 Framework	SEC Category 1 compliance requirements

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    💡 Getting Help

    Although personnel are not expected to know the details of each law, we encourage seeking advice from:

    • Resource	When to Contact
      👨‍💼 Supervisors Supervisors/Managers	Initial questions and managers guidance
      ⚖️ Legal Department	Legal and regulatory questions
      🛡️ Compliance Team	Category 1 and securities compliance questions
      🤝 Other HR appropriateDepartment	Employment personsand whenworkplace questions arise

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      2. 📋 REGULATORY COMPLIANCE

      2.1 📈 Securities Compliance

       — Category 1 Framework

      OTCOTCM MemeProtocol operates in the highlySEC regulatedCategory 1 compliant infrastructure securitiesfor andissuer-sponsored cryptocurrencytokenized markets.securities.

      We maintain strict compliance with:

      Regulation	Description
      📊 Securities Act of 1933	Registration requirements and exemptions
      📈 Securities Exchange Act of 1934	Trading and reporting requirements
      🏛️ State securitiesSecurities laws (Laws	"Blue Sky" laws) laws in applicable jurisdictions
      📜 Regulation D andRule other506(c)	Accredited exemptionsinvestor weoffering may rely upon exemption
      🏦 Transfer agentAgent regulations (Regulations	Empire Stock Transfer Inc.partnership partnership)compliance
      ⚖️ SEC Category 1 Framework	January 28, 2026 Joint Statement requirements

      Category 1 Compliance Requirements

      Personnel must understand and support compliance with all seven Category 1 requirements:

      Requirement	Personnel Obligation
      🏛️ Direct Issuer Authorization	Verify board resolutions are obtained
      📝 Official Shareholder Register	Ensure proper Certificate of Designation filing
      🏦 Regulated Custody	Coordinate with Empire Stock Transfer
      💎 True Equity Backing	Verify 1:1 backing on all transactions
      🔗 Clear Ownership Chain	Maintain CUSIP and documentation
      🛡️ Investor Protection	Ensure 42 Transfer Hook controls function
      📜 Token Standard Compliance	Maintain SPL Token-2022 compliance

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      2.2 ⛓️ Blockchain and Cryptocurrency Compliance

      As a platform operating on the Solana blockchain,blockchain, we adhere to:

      Regulation //	Description
      💵 Compliance FinCEN Framework:Requirements	Bank Secrecy Act, AML program requirements
      🚫 OFAC Sanctions	Office of Foreign Assets Control sanctions compliance
      🏛️ FinCEN Wyoming guidanceWDAC	Wyoming onDigital virtualAsset currencyCorporation businessesregulations
      🪪 📋 KYC/AML	Know StateYour moneyCustomer transmitterand lawsAnti-Money (where applicable) 💰 IRS cryptocurrency reportingLaundering requirements
      🎖️ 🌍 Accredited InternationalInvestor	SEC cryptoRule regulations501 inverification ourrequirements

      operating

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      jurisdictions

      2.3 🛡️ Cybersecurity

      Given our blockchain-based platform and custodythe sensitive nature of digitalCategory assets1 compliant securities trading, we maintain strict cybersecurity policies:

      • Control	Description
        🔍 Smart Contract Audits	Regular security audits of all smart contracts
        🔐 Multi-Signature Controls	Multi-signature wallet controls  for treasury
        🚨 Incident Response	Documented incident response procedures
        🛡️ Penetration Testing	Regular penetration testing of all systems
        🪝 Transfer Hook Security	Monitoring of 42 Transfer Hook controls
        🏦 Custody Security	Secure integration with Empire Stock Transfer

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        3. 🤫 CONFIDENTIAL INFORMATION AND INSIDER TRADING

        We treat all non-public information about the Company, partner companies, tokenized securities, and business operations as confidential information.information.

        ❌ PROHIBITED ACTIVITIES

        Personnel with access to confidential information are NOT permitted to:to:

        Prohibition	Description
        📈 Trading on MNPI	❌ Use information for personal trading in tokensBuy or sell securities ❌based on material non-public information
        📢 Tipping	Share confidential information with others who mightmay trade
        💬 on Unauthorized it ("tipping") ❌ Discuss confidential matters in public places or social media ❌ RetainDisclosure	Disclose confidential information afterwithout leavingauthorization
        💰 the Personal CompanyBenefit	Use confidential information for personal financial gain
        🏢 Competitor Sharing	Share information with competitors

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        🔒 Protected Information Includes:

        • Information Type	Examples
          🪙 Tokenization Plans	Upcoming ST22 tokenizations
          📊 Platform Metrics	Trading volumes and platform metrics performance
          🤝 Business Development	Partnership negotiations  and plans
          🔧 Technical developmentsInformation	Technical ordevelopments, vulnerabilities vulnerabilities, Transfer Hook configurations
          👥 Customer Information	Customer data, trading patterns, accreditation status
          ⚖️ Regulatory Matters	Compliance issues, regulatory communications
          🏢 Issuer Information	Non-public information andabout tradingtokenized patternscompanies

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          ⚖️ Legal and Ethical Duty

          Personnel owe a duty to the Company to advance the Company's interests whenever possible. Using non-public information for personal financial benefit is:

          • Status	Description
            ❌ Unethical	Violates our ethical standards
            ⚖️ Illegal	Violates federal securities laws
            📜 Policy Violation	Violates OTCOTCM Meme'Protocol's policies
            🚨 Terminable Offense	Subject to immediate termination

            ⚠️ Category 1 Note: ST22 Tokenized Securities are securities under federal securities laws. Insider trading prohibitions apply fully to ST22 tokens.

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            4. ⚖️ FAIR COMPETITION AND MARKET INTEGRITY

            🎯 OTCOTCM MemeProtocol is committed to:

            • Commitment	Description
              🏆 Fair Dealing	Open competition and fair dealing with clients, partners, and competitors
              🔍 Transparency	Transparent market operations without manipulation
              ✅ Accuracy	Accurate representation of our services and capabilities
              📢 Ethical Marketing	Ethical marketing practices compliant with securities laws
              ⚖️ Category 1 Integrity	Maintaining integrity of Category 1 compliance framework

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              👥 Personnel are expected to:

              • Expectation	Description
                ⚖️ Competition Laws	Conduct business in full compliance with all applicable competition laws
                🚫 Anti-Competitive	Not engage in any anti-competitive behavior
                📊 No Manipulation	Avoid market manipulation or wash trading  of ST22 tokens
                🚨 Report Suspicious Activity	Report any suspicious trading activities
                🔧 System Integrity	Maintain integrity of our bonding curvecurve, liquidity pool, and liquidityTransfer poolHook mechanisms
                📜 Securities Compliance	Ensure all marketing complies with Regulation D Rule 506(c)

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                🛡️ Transfer Hook Integrity

                Personnel must never:

                Prohibition	Description
                🔓 Bypass Controls	Attempt to bypass or disable Transfer Hook controls
                🔧 Unauthorized Changes	Make unauthorized changes to security parameters
                📊 Manipulation	Manipulate custody verification or compliance checks
                🚫 Circumvention	Help others circumvent investor protection controls

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                5. 🔒 DATA PRIVACY AND PROTECTION

                OTCOTCM MemeProtocol is committed to complying with all applicable data privacy laws while maintaining Category 1 compliance data requirements.

                📋 Regulatory Compliance:

                Regulation 🇪	Description
                🇺🇸 CCPA/CPRA	California Consumer Privacy Act compliance
                🌍 GDPR	General Data Protection Regulation (GDPR)where applicable)
                🏛️ State Laws	State-specific privacy requirements
                ⚖️ Category 1 Retention	Regulatory data retention requirements for Europeansecurities userscompliance

                🇺🇸

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                California Consumer Privacy Act (CCPA) 🌍 Other state and international privacy regulations

                👥 Personnel Must:

                • Requirement	Description
                  🔐 Data Care	Handle customer data with utmost care and confidentiality
                  📅 Retention Policies	Follow data retention and deletion policies
                  🚨 Breach Reporting	Report data breaches immediately
                  📚 Training	Complete required privacy training
                  ⚖️ Compliance Data	Understand Category 1 requires retention of KYC/AML/accreditation data

                  📖 For more information: Company Privacy Policy

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                  ⚖️ Category 1 Data Requirements

                  Personnel must understand that certain data must be retained for regulatory compliance:

                  Data Type	Retention Period	Basis
                  🪪 KYC Records	5 years	Bank Secrecy Act
                  💰 Transaction Records	7 years	Securities laws
                  🎖️ Accreditation Records	5 years	SEC Rule 506(c)
                  🚫 OFAC Screening	5 years	Treasury requirements

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                  6. 💰 FINANCIAL INTEGRITY AND RESPONSIBILITY

                  Financial integrity and fiscal responsibility are core values of OTCOTCM Meme.Protocol.

                  👥 All Company Team Members Are Responsible For:

                  • Responsibility	Description
                    💸 Appropriate Spending	Ensuring Company funds are appropriately spent
                    📊 Accurate Records	Maintaining complete and accurate financial records
                    ✅ Internal Controls	Following internal controls and approval processes
                    🔐 Asset Protection	Protecting Company assets, including cryptocurrency holdings
                    🚨 Fraud Reporting	Reporting any suspected fraud or financial irregularities
                    🏦 Treasury Security	Protecting SOL treasury and protocol funds

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                    🛡️ Internal Controls System:

                    Control 📊	Description
                    ✅ GAAP-compliant accounting practices 🔍 Regular third-party audits 📈 Transparent financial reporting 🏦 Segregation of customerDuties	No single person controls entire transaction
                    📋 Approval Workflows	Multi-level approval for significant transactions
                    🔍 Regular Audits	Internal and Companyexternal assetsaudit processes
                    📊 Reconciliation	Regular reconciliation of blockchain and traditional accounts
                    🏦 Custody Verification	Regular verification of Empire Stock Transfer holdings

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                    7. ⚠️ CONFLICTS OF INTEREST

                    All Company personnel have an obligation to always do what is best for the Company and its users.

                    🚨 Potential Conflicts Include:

                    • Conflict Type	Description
                      💰 Personal Investments	Personal investments in companies seeking ST22 tokenization
                      🏢 Competing Interests	Financial interests in competing platforms
                      💼 Outside Activities	Outside business activities interfering with job duties
                      🎁 Gifts/Entertainment	Accepting gifts/entertainment from vendors beyond nominal value
                      👨‍👩‍👧‍👦 Family Relationships	Family members working for competitors or partners
                      📈 Personal Trading	Personal trading in ST22 tokens or OTCM Utility Tokens listed on our platform
                      🏦 Issuer Relationships	Personal relationships with issuer management

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                      ✅ Personnel Must:

                      Requirement 📢	Description
                      📋 Disclose anyConflicts	Disclose all actual and potential conflicts
                      ✅ to Obtain supervisor/Legal Department 🚫 Recuse themselves from decisions where conflicts exist ✋ Approval	Obtain approval before engaging in outsidepotentially businessconflicting activities
                      🚫 📋 Avoid FollowConflicts	Avoid thesituations Company'sthat giftcould create conflicts
                      📈 Pre-Clear Trading	Pre-clear personal trading in ST22 and entertainmentOTCM policytokens
                      🔄 Annual Certification	Complete annual conflict of interest certification

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                      📈 Personal Trading Policy

                      Personnel with access to material non-public information must:

                      Requirement	Description
                      🛑 Blackout Periods	Observe trading blackout periods around material events
                      ✅ Pre-Clearance	Obtain pre-clearance before trading ST22 or OTCM tokens
                      📋 Reporting	Report all personal holdings and transactions
                      ⏰ Holding Periods	Observe minimum holding periods

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                      8. 🚫 ANTI-CORRUPTION AND SANCTIONS

                      8.1 💰 Anti-Bribery

                      OTCOTCM MemeProtocol prohibits ALL forms of bribery and corruption.

                      ❌ Personnel May NOT:

                      • Prohibition	Description
                        💵 Offer Bribes	Offer, promise, or give bribes to any person
                        🤝 Accept Bribes	Request or accept bribes from any person
                        💸 Facilitation Payments	Make facilitation payments
                        👥 Third-Party Bribery	Use third parties to engage in prohibited conduct
                        🏛️ Government Officials	Make improper payments to government officials

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                        8.2 🌍 International Trade and Sanctions

                        We maintain strict policies regarding compliance with economic sanctions imposed by:

                        • Authority	Description
                          🇺🇸 United States	OFAC sanctions, export controls
                          🌍 Foreign governments Governments	Applicable foreign sanctions
                          🏛️ United Nations	UN Security Council sanctions
                          🇪🇺 European Union	EU sanctions (where applicable)

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                          ✅ Personnel Must:

                          Requirement	Description
                          🔍 Screening	Screen all userstransactions againstand sanctions lists counterparties
                          🚫 Block Prohibited accessParties	Not fromengage with sanctioned jurisdictions parties
                          🚨 Reporting	Report any suspectedpotential sanctions violations issues
                          📚 Training	Complete required sanctions training
                          🪝 Transfer Hook Compliance	Understand Transfer Hooks enforce OFAC screening

                          ⚠️ Category 1 Note: All ST22 transactions are automatically screened against OFAC sanctions lists via Transfer Hook controls. Personnel must not attempt to circumvent these controls.

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                          9. 🏢 WORKPLACE POLICIES

                          9.1 🏥 Health and Safety

                          OTCOTCM MemeProtocol strives to provide personnel with a workplace that is safe and healthy.healthy.

                          📋 All Company Locations Must Comply With:

                          • Requirement	Description
                            🏭 OSHA	Occupational Safety and Health Administration (OSHA) requirements
                            🏛️ Local Regulations	Local health and safety regulations
                            📜 Company Policies	Company safety policies and procedures

                            👥 Personnel Are Responsible For:

                            Responsibility ✅	Description
                            📋 Maintaining Follow safeProcedures	Following workall practicessafety procedures
                            🚨 Report Hazards	Reporting safety hazards immediatelyand 🚪incidents
                            🛡️ Following Use emergency procedures 📚 CompletingEquipment	Using required safety trainingequipment
                            🤝 Support Safety	Supporting a culture of safety

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                            9.2 🤝 Equal Opportunity Employment

                            OTCOTCM MemeProtocol is an equal opportunity employer. Employment decisions are based solely on merit, qualifications, and abilities.abilities.

                            🚫 OTCOTCM MemeProtocol Does NOT Discriminate Based On:

                            • Protected Characteristic
                              🎨 Race, color,Color, orNational national origin Origin
                              ⛪ Religion or creed Creed
                              👫 Gender, genderGender identity,Identity, orGender gender expression Expression
                              🏳️‍🌈 Sexual orientation Orientation
                              📅 Age
                              ♿ Disability (physicalPhysical or mental) Mental)
                              🎖️ Military or veteranVeteran status Status
                              🧬 Genetic information Information
                              🤱 Pregnancy, childbirth,Childbirth, orRelated related medical conditions Conditions
                              ⚖️ Any otherOther characteristicCharacteristic protectedProtected by lawLaw

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                              9.3 🚫 Anti-Harassment

                              We are committed to maintaining a workplace free from all forms of harassment,harassment, including sexual harassment.

                              ❌ OTCOTCM MemeProtocol Will NOT Tolerate:

                              Prohibited Conduct	Description
                              🚫 Sexual Harassment	Unwelcome sexual advances oradvances, requests 🗣️for sexual favors
                              💬 Verbal orHarassment	Offensive physicalcomments, harassmentslurs, 😤jokes
                              👀 Hostile Visual workHarassment	Offensive environmentimages, ⚖️gestures
                              💻 Retaliation Digital againstHarassment	Harassment thosevia whoemail, reportchat, harassmentsocial media
                              😡 Bullying	Intimidation, threats, hostile behavior

                              ✅ All Personnel Are Required To:

                              • Requirement	Description
                                🤝 Respect	Treat colleagues with respect and professionalism
                                🚨 Report	Report harassment immediately
                                🔍 Cooperate	Cooperate with investigations
                                📚 Training	Complete required training

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                                10. ⛓️ MODERN SLAVERY AND HUMAN TRAFFICKING

                                OTCOTCM MemeProtocol is committed to ensuring that modern slavery and human trafficking are NOT taking place in our business or supply chain.

                                🛡️ We Will:

                                • Commitment	Description
                                  🔍 Due Diligence	Conduct due diligence on suppliers and partners
                                  📜 Contract Provisions	Include anti-slavery provisions in contracts
                                  🎓 Training	Train personnel on recognizing signs of modern slavery
                                  🚨 Reporting	Report any suspected instances to authorities

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                                  11. 📢 REPORTING VIOLATIONS

                                  11.1 📋 Reporting Obligation

                                  All personnel have an obligation to report:

                                  Report Type	Description
                                  ❌ Code Violations ❌	Violations of this Code of Conduct
                                  ⚖️ Legal Violations	Violations of law or regulation
                                  🚫 Unethical Conduct	Unethical business conduct
                                  💰 Financial Concerns	Concerns about accounting or auditing matters
                                  🛡️ Compliance Issues	Category 1 compliance concerns
                                  🔐 Security Issues	Cybersecurity or Transfer Hook concerns

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                                  11.2 📞 Reporting Channels

                                  Reports can be made to:

                                  Channel	Contact
                                  👨‍💼 Direct Supervisor	Your immediate supervisor
                                  ⚖️ 👥 Legal Department	legal@otcm.io
                                  🛡️ Compliance Team	compliance@otcm.io
                                  🤝 Human Resources	hr@otcm.io
                                  🚨 Department ⚖️ Legal Department 📞 Anonymous ethicsHotline	ethics@otcm.io hotline:(anonymous [Toreporting beavailable)

                                  established]

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                                  11.3 🛡️ No Retaliation

                                  OTCM Protocol OTC Meme prohibits retaliation against anyone who:

                                  • Protected Activity	Description
                                    ✅ Good Faith Reports	Makes a good faith report of violations
                                    🔍 Investigation Participation	Participates in investigations
                                    🚫 Refuses Wrongdoing	Refuses to participate in wrongdoing
                                    ⚖️ Exercises Rights	Exercises legal rights

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                                    12. ⚠️ CONSEQUENCES OF VIOLATIONS

                                    Violations of this Code of Conduct may result in:

                                    Consequence 📢	Description
                                    ⚠️ Verbal Warning	Initial warning for minor violations
                                    📝 Written Warning	Documented warning for repeated or writtenserious warningsviolations
                                    💰 📋 Financial PerformancePenalties	Forfeiture improvementof plansbonus, ⏸️clawback Suspensionof withcompensation
                                    🔄 or Reassignment	Reassignment withoutto paydifferent role
                                    ❌ Termination	Termination of employment
                                    ⚖️ Legal actionAction	Civil 👮‍♂or criminal prosecution
                                    🏛️ Regulatory Referral	Referral to lawSEC enforcementor other regulators

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                                    13. ✅ ACKNOWLEDGMENT AND CERTIFICATION

                                    All personnel must:

                                    • Requirement	Frequency
                                      📖 Read	Read and understand this Code of Conduct
                                      ✍️ Acknowledge	Acknowledge receipt and understanding annually
                                      ✅ Certify	Certify compliance with all provisions
                                      🎓 Training	Complete required training
                                      📋 Conflicts Disclosure	Disclose conflicts of interest annually
                                      📈 Trading Disclosure	Disclose personal trading in platform tokens

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                                      14. 📝 AMENDMENTS

                                      This Code of Conduct may be amended at any time by the Company's Board of Directors.

                                      All amendments will be:

                                      Action	Description
                                      📢 Communicated 📢	Communicated to personnel
                                      🌐 Published	Posted on the Company website
                                      📧 Notified	Personnel notified via email

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                                      15. 📞 CONTACT INFORMATION

                                      For questions about this Code of Conduct:

                                      Contact	Email
                                      ⚖️ Legal Department	legal@otcm.io
                                      🛡️ Compliance Team	compliance@otcm.io
                                      🤝 Human Resources	hr@otcm.io
                                      🚨 Ethics Hotline	ethics@otcm.io

                                      Mailing Address:

                                      ⚖️OTCM Protocol, Inc.
                                      Attn: Legal Department& 🏢Compliance
                                      OTC[Address]
                                      MemeWyoming, Corp.United 📍 240 Vaughn Dr, Ste 8
                                         Alpharetta, GA 30009
                                      
                                      📧 Email: legal@otc.meme
                                      📞 Phone: 1-404-734-3277States

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                                      📋 Document Information

                                      Field	Value
                                      📄 Document Version	3.0
                                      📅 Last Updated	January 2026
                                      📍 Jurisdiction	Wyoming, United States
                                      🏛️ Entity Type	Wyoming Digital Asset Corporation
                                      ⚖️ Regulatory Framework	SEC Category 1 (Issuer-Sponsored Tokenized Securities)

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                                      📅 FINAL ACKNOWLEDGMENT

                                      Last Updated: August 4, 2025

                                      By working at OTCOTCM MemeProtocol, Corp.Inc., you acknowledge that you have:

                                      • Acknowledgment
                                        ✅ Read	Read this Corporate Code of Conduct
                                        🧠 Understood	Understood all provisions and requirements
                                        🤝 Agreed	Agreed to comply with this Corporate Code of Conduct
                                        ⚖️ Category 1	Understand our Category 1 compliance obligations
                                        📜 Securities Laws	Understand ST22 tokens are securities under federal law
                                        🛡️ Integrity	Committed to maintaining Transfer Hook and compliance system integrity

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                                        💼 Professional Excellence Through Ethical Conduct -— Your commitment to these standards helps build trust in our Category 1 compliant platform and protects our community of usersusers, issuers, and stakeholders.

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                                        © 2026 OTCM Protocol, Inc. | All Rights Reserved

                                        ST22 Tokenized Securities are securities under federal securities laws. Personnel must understand and comply with all applicable securities laws and Category 1 requirements.