DOCUMENT RETENTION POLICY V8

DOCUMENT RETENTION POLICY

VERSION 8.0 | MARCH 2026

GROOVY COMPANY, INC. DBA OTCM PROTOCOL

Wyoming Corporation | CIK: 1499275 | OTC: GROO | 12 Daniel Rd East, Fairfield, NJ 07004

SEC Category 1 Model B | Release No. 33-11412 | BOARD APPROVED | CONFIDENTIAL

~~Field~~	~~Value~~
Field	Value
Document ID	OTCM-POL-DRP-001
Version	1.8.0 (supersedes V1.0)
Effective Date	~~January 30,~~March 2026
~~Classification~~	~~CONFIDENTIAL~~
Approved By	Board of Directors
Legal Entity	Groovy Company, Inc. dba OTCM Protocol
Governing Law	Federal Securities Law, Wyoming Business Corporation Act, and New Jersey State Law

📋 TABLE OF CONTENTS

🎯 ARTICLE I: PURPOSE AND SCOPE

Section 1.1 — Purpose

This Document Retention Policy (the ~~"Policy"~~“Policy”) establishes standards and procedures for the retention, preservation, and destruction of Company records. The Policy ~~is designed to:~~

~~🎯 Objective~~	~~Description~~
⚖️ ~~Legal Compliance~~	~~Ensure~~ensures compliance with legal and regulatory ~~retention~~requirements, ~~requirements~~
🛡️ ~~Litigation Protection~~	~~Protect~~protects the Company in ~~actual~~litigation, ~~or potential litigation~~
📊 ~~Business Continuity~~	~~Support~~supports business ~~operations~~operations, protects sensitive information, manages storage costs, and ~~historical reference~~
🔐 ~~Data Security~~	~~Protect sensitive and confidential information~~
💾 ~~Storage Efficiency~~	~~Manage storage costs and information overload~~
🔗 ~~Blockchain Integrity~~	~~Preserve immutable~~preserves blockchain records ~~appropriately~~appropriately.

Section 1.2 — Regulatory Framework

~~This Policy is adopted pursuant to and in compliance with:~~Regulation

	~~⚖️ Regulation~~	Retention Impact
Securities Exchange Act of 1934	Broker-dealer and transfer agent records
SEC Rules 17a-3, 17a-4	Books and records requirements
SEC Rules 17Ad-6, 17Ad-7	Transfer agent recordkeeping (Empire Stock Transfer)
Sarbanes-Oxley Act	Audit workpapers, financial records
IRS Code Section 6001	Tax records
ERISA	Employee benefit records
Wyoming Business Corporation Act	Corporate records
~~SEC~~Release ~~January~~No. ~~2026 Guidance~~33-11412	~~Tokenized~~Category ~~securities~~5 Digital Securities records (March 17, 2026, binding)
Bank Secrecy Act	KYC/KYW/AML/OFAC records (5-year minimum)

Section 1.3 — Scope

This Policy applies to all records created, received, or maintained by the Company, ~~including:~~

including

📁paper ~~Record~~documents, ~~Type~~	~~Examples~~
📄electronic ~~Paper~~files, ~~Documents~~	~~Contracts,~~blockchain ~~certificates,~~records ~~correspondence~~
💻 ~~Electronic Files~~	~~Emails, spreadsheets, databases, presentations~~
🔗 ~~Blockchain Records~~	~~Smart~~(smart contracts, transaction logs, wallet data
🎥 ~~Media~~	~~Audio,~~on ~~video,~~Solana), ~~photographs~~
💬media, ~~Communications~~	~~Instant~~communications, ~~messages, text messages, voicemails~~
☁️ ~~Cloud Data~~	~~SaaS applications,~~and cloud ~~storage~~data.

📖 ARTICLEArticle II: DEFINITIONSDefinitions

Section 2.1
“Record” — Key Definitions

📄 "Record"

~~Any~~any information, regardless of ~~physical form or characteristics,~~form, created, received, or maintained by the ~~Company in the conduct of its business,~~Company, including documents, data, and blockchain entries.

🔗 "
“Blockchain Record"

Record”

~~Any~~— any data stored on athe ~~distributed~~Solana ~~ledger,~~blockchain, including smart contract code, transaction ~~hashes,~~signatures, wallet addresses, token transfers, and metadata associated with ST22 ~~Security~~Digital ~~Tokens~~Securities or OTCM Utility Tokens.

⚖️ "
“Litigation Hold"

Hold”

A— a directive to preserve all documents and records potentially relevant to pending, threatened, or reasonably anticipated litigation, government investigation, or audit.

📁 "
“Record Custodian"

Custodian”

~~The~~— the department or individual responsible for maintaining ~~and managing~~ specific categories of records.

🗑️
“Destruction” "Destruction"

—

~~The~~the permanent elimination of records through shredding, incineration, secure deletion, or other means ~~that render~~rendering the record unreadable and unrecoverable.

💾
“Permanent "ActiveRecord” Record"

—

Aa record ~~currently in use or referenced frequently for business operations.~~

📦 "Inactive Record"

~~A record no longer needed for daily operations but retained for legal, regulatory, or historical purposes.~~

🔒 "Permanent Record"

~~A record that must be~~ retained indefinitely due to legal requirements, historical significance, or ongoing business value.

📅 ARTICLEArticle III: DOCUMENTDocument RETENTIONRetention SCHEDULESchedule

Section 3.1 — Corporate Records

	📁 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
🏛️ Retention	Notes
Articles of Incorporation	Permanent	Including all amendments
Bylaws	📜 Permanent	~~Bylaws~~	~~Permanent~~	Including all amendments
Board / Committee Minutes	📋 Permanent	~~Board Minutes~~	~~Permanent~~	All board and committee meetings
🗳️
Shareholder Meeting Minutes	Permanent	Annual and special meetings
📊
Stock Ledger	Permanent	All ownership records
Board/Committee Resolutions	📄 Permanent	All formal resolutions including Common B authorizations
~~Stock~~DBA ~~Certificates~~Filings	~~Permanent~~	~~Issued~~ ~~and cancelled~~
🏷️ Permanent	OTCM Protocol assumed name certificates
~~Assumed Name Certificates~~	~~Permanent~~	~~DBA filings~~
📝 Annual Reports to State	Permanent	All jurisdictions
✅ (Wyoming, NJ)

~~Board/Committee~~ ~~Resolutions~~

~~Permanent~~

~~All formal resolutions~~

📋

~~Shareholder Consents~~

~~Permanent~~

~~Written consents in lieu of meeting~~

Section 3.2 — Financial Records

	📁 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
📊 Retention	Notes
Annual Financial Statements	Permanent	Audited statements
📈
Quarterly Financial Statements	7 years	Internal and external
📒
General Ledger	Permanent	All entries
AP/AR Records	💳 ~~Accounts Payable Records~~	7 years	Invoices, ~~payment~~payments, ~~records~~collections
Bank Statements / Reconciliations	💰 ~~Accounts Receivable Records~~	7 years	~~Invoices,~~ ~~collection records~~
🏦All accounts including stablecoin wallets
~~Bank~~Audit ~~Statements~~Reports / Workpapers	Permanent / 7 years	~~All~~ ~~accounts~~
✅Reports ~~Bank~~permanent; ~~Reconciliations~~	workpapers 7 years	~~Monthly~~ ~~reconciliations~~
🧾per SOX

~~Expense~~ ~~Reports~~

~~7 years~~

~~Employee reimbursements~~

📋

~~Budgets~~

~~5 years~~

~~Annual budgets~~

🔍

~~Audit Reports~~

~~Permanent~~

~~Internal and external~~

📊

~~Audit Workpapers~~

~~7 years~~

~~Per SOX requirements~~

Section 3.3 — Tax Records

	📁 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
📋 Retention	Notes
Income Tax Returns	Permanent	Federal and state
📊
Tax Workpapers	7 years	Supporting documentation
💰
Payroll Tax Returns / W-2s	7 years	All filings
🧾 and wage statements
~~Sales Tax Returns~~	~~7 years~~	~~All jurisdictions~~
📄 1099 Forms Issued	7 years	Information returns
📝
~~W-2 Forms~~	~~7 years~~	~~Employee wage statements~~
🏢 Property Tax ~~Records~~/ Tax Exemptions	~~Permanent~~	~~Assessments~~ ~~and payments~~
📋 Permanent	~~Tax~~Assessments, ~~Exemption Documents~~	~~Permanent~~	~~Certificates and~~certificates, rulings

Section 3.4 — Employment Records

~~termination~~

	📁 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
👤 ~~Employee~~Retention	Notes
Personnel Files	7 years after termination	General employment records
📋
I-9 Forms	3 years after hire or 1 year after termination (longer)	Immigration verification
💰
Payroll Records	7 years	Wages, deductions, hours
🏥
Benefits Records	7 years after plan termination	ERISA requirement
Background Checks	📊 ~~Performance Reviews~~	5 years ~~after~~	~~Evaluations~~
⚠️Per FCRA
~~Disciplinary~~OSHA Records	7 ~~years after termination~~	~~Warnings, actions~~
🏆 ~~Training Records~~	5 years ~~after~~	~~Certifications,~~ ~~completions~~
📝 ~~Employment Applications~~	~~3 years~~	~~Hired and not hired~~
🔒 ~~Background Check Records~~	~~5 years~~	~~Per FCRA~~
📋 ~~OSHA Records~~	~~5 years~~	Injury/illness logs

Section 3.5 — Contracts and Legal

	📁 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
📜 Retention	Notes
Executed Contracts	10 years after expiration	All material contracts
🏢
Real Estate Documents	Permanent	Deeds, leases, mortgages
📋
Intellectual Property	Permanent	Patents, trademarks, ~~copyrights~~
⚖️copyrights, IP assignments
Litigation Files	10 years after ~~final~~resolution ~~resolution~~	All legal matters
NDAs / Confidentiality	📝 ~~Settlement Agreements~~	~~Permanent~~	~~All settlements~~
🔒 ~~NDAs/Confidentiality Agreements~~	10 years after expiration	~~Non-disclosure~~ ~~agreements~~
📄Global NDA and all issuer NDAs
Insurance Policies / Claims	~~Permanent~~	~~All~~ ~~policies~~
💳Permanent / 10 years	~~Insurance~~Policies ~~Claims~~	permanent; claims 10 years after settlement	~~Claims and correspondence~~
📋
~~Licenses and Permits~~	~~Permanent~~	~~Current and expired~~
⚖️ Legal Opinions	Permanent	~~Outside~~All ~~counsel~~Legal Counsel opinions

Section 3.6 — Securities and Regulatory Records

	📁 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
📊 Retention	Notes
SEC Filings (10-K, 10-Q, 8-K)	Permanent	All forms filed
📋 with SEC EDGAR
Form D Filings	Permanent	Reg D exemption notices
📜
Private Placement Memoranda	~~Permanent~~	~~Offering~~ ~~documents~~
✅ Permanent	PPM V8 and all prior versions
Subscription Agreements	Permanent	~~Investor~~All investor subscriptions
👤
Accredited Investor Verification	7 years	~~Documentation~~ ~~of status~~
📊Empire Stock Transfer verification documentation
Cap Table Records	Permanent	All ownership records
📋 including Common B register
~~Investor Communications~~	~~7 years~~	~~Reports, notices~~
🔒 Insider Trading Records	7 years	Pre-clearance, ~~blackout~~
📄blackout, wallet registrations
Related Party Transaction Records	7 years	Approvals, ~~documentation~~
📊documentation, questionnaires
Section 16 Filings	Permanent	Forms 3, 4, 5
SEC Crypto Task Force Correspondence	Permanent	All regulatory engagement materials
No-Action Letter Materials	Permanent	Consolidated no-action letter and all drafts

🔗 ARTICLEArticle IV: BLOCKCHAINBlockchain ANDand DIGITALDigital ASSETAsset RECORDSRecords

Section 4.1 — Immutable Blockchain Records

⚠️ ~~IMPORTANT:~~ Blockchain records are inherently immutable and cannot be deleted. This Policy addresses ~~the~~ retention of related off-chain records and metadata.

Section 4.1 — Immutable Blockchain Records

	🔗 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
📜 Retention	Notes
Smart Contract Source Code	Permanent	All deployed Transfer Hook and CEDEX contracts
🔍
Smart Contract Audits	Permanent	~~Security~~Quantstamp, ~~audit~~Halborn, Certora formal verification reports
📊
Deployment Records	Permanent	Transaction ~~hashes,~~signatures, program addresses
🔧 on Solana
Contract Upgrade History	Permanent	All Transfer Hook and CEDEX modifications

Section 4.2 — ST22 SecurityDigital TokenSecurities Records

	🔗 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
🏦 Retention	Notes
Custody Agreements	Permanent	Empire Stock Transfer tripartite agreements
📄
Common B / Series MS Share ~~Certificates~~Documentation	~~Permanent~~	~~Underlying~~ ~~equity documentation~~
📊 Permanent	Certificates of Designation, board resolutions, CUSIP assignments
Token Minting Records	Permanent	Issuance ~~documentation~~
🔗documentation, Ledger Enterprise logs
Transfer Hook Configurations	Permanent	~~Security~~All 42 control settings
📋 and parameter changes
~~Reserve~~Custody Oracle Data	7 years	~~Daily~~ ~~balance verifications~~
👤Ed25519 attestation logs (~400ms frequency)
Token Holder Registry	Permanent	Off-chain holder information
📊 linked to Empire MSF
Transaction Logs	7 years	Off-chain transaction records and analytics

Section 4.3 — OTCM Utility Token Records

~~Period~~

	🔗 Record Type		📅Retention ~~Retention~~	Notes
📋STO ~~Notes~~/ Offering Documents
📜 Permanent	~~Token~~All ~~Sale Documents~~	~~Permanent~~	~~ICO/~~offering materials
✅
~~SAFT/~~Token Purchase Agreements	Permanent	~~Token~~SAFT ~~purchase~~and subscription agreements
📊
Token Distribution Records	Permanent	All distributions
🔒 and allocations
Vesting Schedules	7 years after full vesting	Locked token records
💰
Staking Records	7 years	Staking activity and reward logs

Section 4.4 — Wallet and Key Management

	🔐 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
💳 Retention	Notes
Company Wallet Addresses	Permanent	~~All~~OTCM Protocol Solana Treasury, Staking Pool, all controlled wallets
🔑
Key Generation / Ceremony Records	Permanent	~~Key~~Ledger Enterprise key ceremony documentation
👥
Multi-Sig Configurations	Permanent	~~Signer~~3-of-5 and 5-of-9 signer requirements
📋 and changes
Wallet Access Logs	7 years	Access and transaction logs
🔄
Key Rotation Records	7 years	Key changes and ~~reasons~~justifications

Section 4.5 — Platform Operations

	🔗 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
📋 Retention	Notes
Issuer Onboarding Records	Permanent	All issuer ~~documentation~~
📊KYB documentation, board resolutions, Certificates
CEDEX Trading Volume Data	7 years	Historical platform data
💧
Global Unified CEDEX Liquidity Pool Records	7 years	Pool configurations, ~~balances~~balances, LP token burn records
CPMM Parameters	📈 Permanent	Historical bonding curve and AMM configurations
~~Bonding Curve Parameters~~	~~Permanent~~	~~Historical configurations~~
🔧 Platform Incident Reports	7 years	Security incidents, ~~outages~~
📊outages, Transfer Hook failures

~~API~~ ~~Access Logs~~

~~3 years~~

~~Third-party integrations~~

Section 4.6 — Transfer Agent Records (Empire Stock Transfer)

Per SEC Rules 17Ad-6 and 17Ad-7:

	📋 Record Type	📅 ~~Retention~~ ~~Period~~	📋	~~Notes~~
📊 Retention	Notes
Master Securityholder File	Permanent	DLT-based records
🔄 under UCC Article 8
Transfer Journals	6 years	All transfers
❌ including on-chain ST22 transfers
~~Cancelled Certificates~~	~~6 years~~	~~Physical and digital~~
📋 Stop Transfer Orders	6 years	Stop orders and releases
Holder Correspondence	📝 ~~Written Communications~~	6 years	~~Holder~~ ~~correspondence~~
📊Written communications with securityholders
Reconciliation Records	6 years	Daily on-chain vs. off-chain reconciliations

Section 4.7 — Compliance Records

Record Type	Retention	Notes
KYC/KYB/KYW Records	5 years after account closure	Bank Secrecy Act — Empire Stock Transfer onboarding
AML Transaction Monitoring	5 years	Chainalysis KYT + TRM Labs screening logs
SAR/CTR Filings	5 years from filing	BSA requirement — confidential
OFAC Screening Records	5 years	Three-layer screening results and match resolution
Accreditation Verification	7 years	Reg D / Reg S verification documentation via Empire

💻 ARTICLEArticle V: ELECTRONICElectronic RECORDSRecords MANAGEMENTManagement

Section 5.1 — Email Retention

📧 ~~Email~~	~~Category~~	~~📅 Retention Period~~	~~📋 Notes~~
💼 Category	Retention	Notes
Business Critical	Per subject matter schedule	Contracts, legal, ~~financial~~financial, regulatory
Operational	📋 ~~Operational~~	3 years	Day-to-day business communications
Transitory	🗑️ ~~Transitory~~	1 year	Scheduling, routine inquiries
⚠️
Litigation Hold	Until hold released	~~All~~ ~~related emails~~

📧 Email Best Practices:

~~✅ Practice~~	~~Description~~
📁 ~~Filing~~	~~File business-critical~~All emails towithin ~~appropriate~~hold ~~folders~~
🏷️ scope

~~✅ Practice~~

~~Description~~

📁

~~Filing~~

~~File business-critical~~All emails towithin ~~appropriate~~hold ~~folders~~

🏷️ scope

~~Categorization~~

~~Use consistent subject lines and categories~~

🔗

~~Attachments~~

~~Save important attachments separately~~

🚫

~~Personal~~

~~Do not use company email for personal matters~~

Section 5.2 — Instant Messaging and Collaboration Tools

💬 ~~Platform~~	📅	~~Retention Period~~	~~📋 Notes~~
💼 Platform	Retention	Notes
Slack/Teams (Business)	3 years	Business channels
📊
Project Channels	Life of project + 3 years	Project-specific
🔒
Confidential Channels	7 years	Legal, HR, ~~Finance~~Finance, Compliance
Business SMS/Text	📱 ~~Text Messages (Business)~~	3 years	Business-related ~~SMS~~text messages

Section 5.3 — Cloud StorageDatabase and SaaSBackup Records

~~Period~~

	☁️Type ~~System~~	Retention	📅Notes ~~Retention~~
User Account Data	📋 ~~Notes~~
📁 ~~Google Drive/OneDrive~~	~~Per document type~~	~~Apply document schedules~~
📊 ~~CRM Data~~	7 years after ~~relationship~~closure ~~ends~~	~~Customer/issuer~~ ~~records~~
💰 ~~Accounting Software~~	~~7 years~~	~~Financial data~~
👤 ~~HR Systems~~	~~Per employment record schedule~~	~~Personnel data~~
🔧 ~~Development Tools~~	~~Life of product + 5 years~~	~~Code repositories, tickets~~

Section 5.4 — Database Records

~~💾 Database Type~~	~~📅 Retention Period~~	~~📋 Notes~~
👤 ~~User Account Data~~	~~7 years after account closure~~	Platform user records
📊
Transaction History	7 years	All CEDEX platform transactions
📈
~~Analytics Data~~	~~5 years~~	~~Aggregated platform data~~
📋 Security/Audit Logs	7 years	~~System~~Authentication, authorization, system access ~~logs~~
Daily Backups
🔐30 days rolling	Rolling daily
~~Security~~Monthly ~~Logs~~Backups	24 months rolling	Rolling monthly
Annual Backups	7 years	~~Authentication,~~ ~~authorization~~

Section 5.5 — Backup and Disaster Recovery

~~💾 Backup Type~~	~~📅 Retention Period~~	~~📋 Notes~~
📅 ~~Daily Backups~~	~~30 days~~	~~Rolling daily~~
📆 ~~Weekly Backups~~	~~12 weeks~~	~~Rolling weekly~~
📊 ~~Monthly Backups~~	~~24 months~~	~~Rolling monthly~~
📁 ~~Annual Backups~~	~~7 years~~	Year-end snapshots
🔗
Blockchain Node Data	Permanent	Full Solana node archives

⚖️ ARTICLEArticle VI: LITIGATIONLitigation HOLDHold PROCEDURESProcedures

Section 6.1 — Triggering Events

A Litigation Hold must be implemented ~~when~~upon: ~~any~~lawsuit offiled ~~the~~(immediate), ~~following~~demand ~~occurs:~~

letter

🚨received ~~Trigger~~(immediate), ~~Event~~	~~Action~~government ~~Required~~
⚖️investigation ~~Lawsuit Filed~~	~~Immediate hold on all related records~~
📋 ~~Demand Letter Received~~	~~Immediate hold pending evaluation~~
🔍 ~~Government Investigation~~	~~Immediate hold on all related records~~
⚠️ ~~Anticipated Litigation~~	~~Hold when litigation~~(immediate), reasonably anticipated
📊 ~~Regulatory~~litigation, ~~Inquiry~~	~~Hold~~regulatory oninquiry ~~all~~(SEC, ~~requested~~CFTC, ~~categories~~
🔒FinCEN, ~~Internal~~OFAC), ~~Investigation~~	~~Hold~~or internal investigation as directed by Legal Counsel.

Section 6.2 — Litigation Hold Process

⚡• Step	~~Action~~	~~Responsible~~ ~~Party~~
~~1️⃣~~	~~Identify~~1: Legal Counsel identifies triggering event	• Step 2: Legal ~~Department~~
~~2️⃣~~	~~Define~~Counsel defines scope of hold	• Step 3: Legal ~~Department~~
~~3️⃣~~	~~Identify~~Counsel + CTO identify custodians and systems	• Step 4: Legal +Counsel IT
~~4️⃣~~	~~Issue~~issues written hold notice	~~Legal~~• ~~Department~~
~~5️⃣~~	~~Suspend~~Step 5: All custodians suspend destruction of affected records	~~All~~• ~~Custodians~~
~~6️⃣~~	~~Collect~~Step 6: CTO + custodians collect and preserve relevant records	IT• +Step ~~Custodians~~
~~7️⃣~~	~~Document~~7: Legal Counsel documents preservation efforts	• Step 8: Legal ~~Department~~
~~8️⃣~~	~~Monitor~~Counsel monitors compliance with hold	• Step 9: Legal ~~Department~~
~~9️⃣~~	~~Release~~Counsel releases hold when appropriate	~~Legal~~ ~~Department~~

Section 6.3 — Litigation Hold Notice Requirements

All ~~Litigation Hold~~ notices must include:

~~📋 Element~~	~~Description~~
📅 ~~Date~~	~~Date hold is~~ effective
📋 ~~Matter~~	~~General~~date, ~~description of~~general matter ~~(if~~description, ~~appropriate)~~
📁 ~~Scope~~	~~Categories~~categories of records subject to ~~hold~~
⏱️hold, ~~Time Period~~	~~Relevant~~relevant date ~~range~~
🚫range, ~~Prohibition~~	~~Clear~~clear prohibition on ~~destruction~~
👤 ~~Contact~~	~~Person to~~destruction, contact ~~with~~person ~~questions~~
✅for ~~Acknowledgment~~	~~Requirement~~questions, and requirement to acknowledge ~~receipt~~receipt.

Section 6.4 — Blockchain Records and Litigation Holds

~~🔗 Record Type~~	~~Hold Procedure~~
📊On-chain ~~On-Chain~~data ~~Data~~	Nois ~~action~~immutable ~~needed~~and ~~(immutable)~~
📋requires ~~Off-Chain~~no ~~Metadata~~	action. Standard hold procedures apply
💳 ~~Wallet~~to ~~Access~~off-chain ~~Logs~~	~~Preserve~~metadata, ~~all~~wallet access ~~records~~
🔧logs, ~~Smart~~smart ~~Contract~~contract ~~Modifications~~	~~Document~~modification records, and ~~preserve~~
📊platform ~~Platform~~analytics. ~~Analytics~~	Export and preserve relevant CEDEX data as needed.

Section 6.5 — Consequences of Non-Compliance

~~🚨 Consequence~~	~~Description~~
⚖️ ~~Spoliation~~Non-compliance ~~Sanctions~~	~~Court-imposed~~with ~~penalties~~litigation ~~for destruction~~
📊 ~~Adverse Inference~~	~~Jury~~holds may ~~assume~~result ~~destroyed~~in: ~~evidence~~court-imposed ~~was~~spoliation ~~harmful~~
💰sanctions, ~~Monetary~~adverse ~~Sanctions~~	~~Fines~~inference instructions, monetary sanctions and cost-~~shifting~~
👤shifting, ~~Personal~~personal ~~Liability~~	~~Individual responsibility~~liability for ~~destruction~~
🚪individuals ~~Termination~~	~~Employment~~who destroy records, and employment termination for intentional ~~destruction~~destruction.

🗑️ ARTICLEArticle VII: DOCUMENTDocument DESTRUCTIONDestruction

Section 7.1 — Conditions for Destruction Authorization

Records may only be destroyed when:

~~✅ Condition~~	~~Requirement~~
📅 ~~Retention Period Expired~~	~~Minimum~~minimum retention period has ~~passed~~
⚖️expired, ~~No Litigation Hold~~	Nono active or anticipated litigation hold
🔍 Noexists, ~~Audit~~	Nono pending audit ~~requiring~~requires ~~records~~
✅the ~~Approval~~records, ~~Obtained~~	~~Required~~required approvals ~~received~~
📋have ~~Documented~~	~~Destruction~~been obtained, and destruction is properly ~~documented~~documented.

Section 7.2 — Destruction Methods

~~Method~~

	📁 Record Type		🗑️Method ~~Destruction~~
Confidential Paper
📄 ~~Paper Documents (Confidential)~~	Cross-cut shredding or incineration
Non-Confidential Paper	📄 ~~Paper Documents (Non-Confidential)~~	Recycling acceptable
💾
Electronic Media	Secure wiping (DoD 5220.22-M or NIST 800-88 equivalent)
Hard Drives / SSDs	💿 ~~Hard Drives/SSDs~~	Degaussing and physical destruction
☁️
Cloud Data	Certified deletion with written confirmation
🔗 from provider
Blockchain Data	~~Cannot~~CANNOT be destroyed (— document off-chain ~~only)~~records only

Section 7.3 — DestructionDocumentation Documentationand Annual Cycle

All destruction must be documented ~~with:~~

with

📋date, ~~Field~~	~~Description~~
📅 ~~Date~~	~~Date~~description of ~~destruction~~
📁records, ~~Records~~date ~~Destroyed~~	~~Description~~range, method, authorizing person, performing person/vendor, and certificate of ~~records~~
📆 ~~Date Range~~	~~Dates covered by records~~
🗑️ ~~Method~~	~~Destruction method used~~
👤 ~~Authorized By~~	~~Person authorizing destruction~~
👤 ~~Performed By~~	~~Person/vendor performing destruction~~
📄 ~~Certificate~~	~~Certificate of destruction (if vendor)~~

Section 7.4 —destruction. Annual Destructioncycle: Cycle

January

~~📅 Month~~	~~Activity~~
~~January~~	~~Identify records~~(identify eligible ~~for~~records), ~~destruction~~
February	~~Verify~~ (verify no ~~litigation~~holds/audits), ~~holds~~March or(obtain ~~audits~~
~~March~~	~~Obtain~~approvals), ~~required~~April ~~approvals~~
~~April~~	~~Execute~~(execute ~~destruction~~
destruction), May	~~Document~~ (document and file ~~certificates~~certificates).

Section
7.5
— Destruction Prohibitions

🚫 NEVER destroy ~~records:~~
~~Subject~~records subject to a Litigation ~~Hold~~
~~Requested~~Hold, requested by regulators or ~~auditors~~
~~Before~~auditors, before retention period has ~~expired~~
~~Without~~expired, without proper ~~authorization~~
~~That~~authorization, or that may be relevant to anticipated ~~litigation~~

litigation.

👥 ARTICLEArticle VIII: RESPONSIBILITIESResponsibilities

Section8.1— 8.3GeneralCustodians)

Role

Key Responsibilities

Board of Directors

📋 Responsibility
Description

✅
Approval
Approve this Policy and material amendments
👁️amendments;
Oversight
Overseeoversee compliancecompliance; with retention requirements
📊
Review
Reviewreview annual compliancereport
report

CEO

Section
8.2 — Chief Executive Officer
📋 Responsibility
Description
🎯Set
Tonetone at Top
Settop; expectationsallocate forresources; compliance
💰
Resources
Allocate resources for implementation
📋
Accountability
Holdhold departments accountable

Section
— Chief
Legal OfficerCounsel
/ Counsel
📋 Responsibility
Description
⚖️
Litigation Holds
Implement and manage litigation holds
📋holds;
Legal Guidance
Adviseadvise on retentionretention; requirements
🔍
Compliance
Monitor compliance withmonitor legal requirementscompliance; recommend updates

CTO

📊
Updates
Recommend Policy updates

Section 8.4 — Chief Financial Officer

📋 Responsibility
Description
💰
Financial Records
Ensure retention of financial records
🔍
Audit Support
Support audit record requirements
📊
Tax Records
Ensure retention of tax records

Section 8.5 — Chief Technology Officer

📋 Responsibility
Description
🔗
Blockchain Records
Oversee blockchain record retention
💾retention;
Systems
Implementimplement technical retentioncontrols; controls
🔐manage
Security
Ensurebackups; ensure secure storage and destruction
💾

Backups
Manage backup retention schedules

Section 8.6 — Compliance Officer

📋 Responsibility
Description

📋
Administration
Day-to-day Policyadministration; administration
🎓conduct training; monitor compliance; prepare reports

Training
Conduct retention training
🔍
Monitoring
Monitor compliance
📊
Reporting
Prepare compliance reports

Section 8.7 — Department Heads
(Record

📋 Responsibility
Description
📁
Department Records
Ensure proper retention ofwithin departmentdepartments; records
👥train staff; authorize destruction; implement holds

Staff Training
Train staff on retention requirements
🗑️
Destruction
Authorize department record destruction
⚖️
Litigation Holds
Implement holds within department

Section 8.8 — All Employees

📋 Responsibility
Description

📁
Compliance
Comply with thisPolicy; Policy
🎓complete
Training
Completetraining; required training
⚖️
Holds
Complycomply with litigation holds
🚨holds;
Reporting
Reportreport potential violations

⚠️ ARTICLEArticle IX: COMPLIANCECompliance ANDand ENFORCEMENTEnforcement

Section 9.1 — Training

🎓 Training
Type
Frequency
Audience
📋
Type

Frequency

Audience

Initial Training

Upon hire

All employees
🔄

Annual Refresher

Annually

All employees

Blockchain-Specific

🔗
Blockchain-Specific
Upon assignment

Technical staff
⚖️staff, CTO team

Litigation Hold

As needed

Affected custodians
👔

Management Training
Annually
Department heads

Section 9.2 — Auditing

	🔍 Audit Type	~~Frequency~~	~~Scope~~
📋 Frequency	Scope
Compliance Audit	Annually	Policy compliance
💾 across all departments
Systems Audit	Annually	Technical ~~controls~~
🔗controls, backup integrity
Blockchain Audit	Quarterly	On-~~chain/~~chain / off-chain ~~alignment~~
🗑️alignment, Transfer Hook logs
Destruction Audit	Annually	Destruction practices and documentation

Section 9.3 — Violations

Violations ~~of this Policy~~ may result ~~in:~~

🚨verbal ~~Consequence~~	~~Description~~
⚠️warning ~~Verbal~~(minor/first-time), ~~Warning~~	~~Minor~~written orwarning ~~first-time~~(repeated/serious), ~~violations~~
📝termination ~~Written Warning~~	~~Repeated or more serious violations~~
🚪 ~~Termination~~	~~Intentional~~(intentional destruction or serious ~~violations~~
⚖️violations), ~~Legal~~personal ~~Liability~~	~~Personal~~legal liability for ~~spoliation~~
💰spoliation, ~~Regulatory~~or ~~Penalties~~	~~Fines~~regulatory penalties for ~~regulatory~~non-compliance. ~~non-compliance~~

Section 9.4 — Reporting Violations

~~📋 Reporting Channel~~	~~Contact~~
📧Report violations to: Compliance Officer	~~compliance@otcmprotocol.com~~
📞 (compliance@otcm.io), Ethics Hotline	~~[To~~ be(ethics@otcm.io), ~~established]~~
👔direct ~~Direct~~supervisor, ~~Supervisor~~	~~Department~~or ~~management~~
⚖️ Legal ~~Department~~	~~legal@otcmprotocol.com~~

Counsel

🛡️ ~~No Retaliation:~~(frank@otcm.io). The Company prohibits retaliation against anyone who reports a good faith ~~concern about Policy compliance.~~concern.

🏛️ ARTICLEArticle X: ADMINISTRATIONAdministration

Section 10.1 — Policy Owner

~~The~~ ~~Chief~~ Legal ~~Officer~~Counsel is the owner of this ~~Policy~~Policy. Annual review by Legal Counsel covers legal changes, technology changes, business changes, audit findings, and isindustry ~~responsible~~best ~~for:~~

practices.

📋Administrative ~~Duty~~	~~Description~~
📊changes ~~Maintenance~~	~~Keeping Policy current~~
🔍 ~~Interpretation~~	~~Providing authoritative interpretation~~
📋 ~~Amendments~~	~~Recommending amendments~~
📊 ~~Reporting~~	~~Reporting to Board on compliance~~

Section 10.2 — Annual Review

~~This Policy shall~~may be ~~reviewed annually~~approved by ~~the~~ Legal ~~Department~~Counsel; ~~and~~retention ~~updated~~schedule aschanges ~~necessary~~require ~~to reflect:~~

~~🔄 Review Area~~	~~Consideration~~
⚖️ ~~Legal Changes~~	~~New laws and regulations~~
🔗 ~~Technology Changes~~	~~New systems and platforms~~
💼 ~~Business Changes~~	~~New business activities~~
📊 ~~Audit Findings~~	~~Issues identified in audits~~
🏆 ~~Best Practices~~	~~Industry developments~~

Section 10.3 — Amendment Procedures

~~💰 Amendment Type~~	~~Approval Required~~
📋 ~~Administrative~~	~~Chief Legal Officer~~
📅 ~~Retention Schedule Changes~~	CEO + ~~CLO~~Legal Counsel; material policy changes require Board approval.
🏛️Questions: ~~Material Policy Changes~~	~~Board of Directors~~

~~💰 Amendment Type~~

~~Approval Required~~

📋

~~Administrative~~

~~Chief Legal Officer~~

📅

~~Retention Schedule Changes~~

CEO + ~~CLO~~Legal Counsel; material policy changes require Board approval.

🏛️Questions:

~~Material Policy Changes~~

~~Board of Directors~~

Section 10.4 — Questions

📧 ~~Contact:~~ ~~compliance@otcmprotocol.com~~

~~Questions regarding this Policy~~compliance@otcm.io or ~~specific retention requirements should be directed to the Compliance Officer or Legal Department.~~frank@otcm.io.

✍️Acknowledgment ACKNOWLEDGMENTand AND CERTIFICATIONCertification

I acknowledge that I have received and read the Groovy Company, Inc. dba OTCM ~~Protocol, Inc.~~Protocol Document Retention Policy. I understand its contents and agree to comply with all of its terms and conditions.

I understand that I am responsible for retaining records in accordance with this Policy and the applicable retention schedules.

I agree to comply with any Litigation Hold notices ~~I receive~~ and understand that failure to preserve records ~~subject to a hold~~ may result in serious consequences for the Company and for me personally.

I ~~understand~~

~~thatintentionaldestruction~~

Field
Signature	_________________________________
Date	_________________________________
Printed Name	_________________________________
Title / Position	_________________________________
Department	_________________________________

Document Information

Field	Value
Document ID	OTCM-POL-DRP-001
Version	8.0
Effective Date	March 2026
Legal Entity	Groovy Company, Inc. dba OTCM Protocol
Entity Type	Wyoming Corporation
Governing Law	Federal Securities Law, Wyoming Business Corporation Act, and New Jersey State Law
Approved By	Board of ~~records in violation of this Policy or a Litigation Hold may result in disciplinary action, up to and including termination, and may expose me to personal legal liability.~~Directors

~~Field~~	~~Value~~
~~Signature~~	~~_________________________________~~
~~Date~~	~~_________________________________~~
~~Printed~~ ~~Name~~	~~_________________________________~~
~~Title/Position~~	~~_________________________________~~
~~Department~~	~~_________________________________~~

📎 APPENDIX A: QUICK REFERENCE RETENTION SCHEDULE

🏢 Corporate

~~Record~~	~~Retention~~
~~Articles/Bylaws~~	~~Permanent~~
~~Board Minutes~~	~~Permanent~~
~~Stock Records~~	~~Permanent~~
~~Annual Reports~~	~~Permanent~~

💰 Financial

~~Record~~	~~Retention~~
~~Financial Statements~~	~~Permanent~~
~~General Ledger~~	~~Permanent~~
~~AP/AR Records~~	~~7 years~~
~~Bank Statements~~	~~7 years~~

📋 Tax

~~Record~~	~~Retention~~
~~Tax Returns~~	~~Permanent~~
~~Supporting Docs~~	~~7 years~~

👤 Employment

~~Record~~	~~Retention~~
~~Personnel Files~~	~~7 years after termination~~
~~Payroll~~	~~7 years~~
~~I-9 Forms~~	~~3 years or 1 year after term~~

⚖️ Legal

~~Record~~	~~Retention~~
~~Contracts~~	~~10 years after expiration~~
~~Litigation Files~~	~~10 years after resolution~~
~~IP Records~~	~~Permanent~~

🔗 Blockchain

~~Record~~	~~Retention~~
~~Smart Contracts~~	~~Permanent~~
~~Custody Agreements~~	~~Permanent~~
~~Token Records~~	~~Permanent~~
~~Transaction Logs~~	~~7 years~~

~~OTCM Protocol, Inc.~~ ~~A Wyoming Digital Asset Corporation~~

~~Document ID: OTCM-POL-DRP-001 | Version 1.0 | Effective: January 30, 2026~~

DOCUMENT RETENTION POLICY V8

📋 TABLE OF CONTENTS

🎯 ARTICLE I: PURPOSE AND SCOPE

Section 1.1 — Purpose

Section 1.2 — Regulatory Framework

Section 1.3 — Scope

📖 ARTICLEArticle II: DEFINITIONSDefinitions

Section 2.1“Record” — Key Definitions

📄 "Record"

🔗 "“Blockchain Record"

⚖️ "“Litigation Hold"

📁 "“Record Custodian"

🗑️“Destruction” "Destruction"

💾“Permanent "ActiveRecord” Record"

📦 "Inactive Record"

🔒 "Permanent Record"

📅 ARTICLEArticle III: DOCUMENTDocument RETENTIONRetention SCHEDULESchedule

Section 3.1 — Corporate Records

Section 3.2 — Financial Records

Section 3.3 — Tax Records

Section 3.4 — Employment Records

Section 3.5 — Contracts and Legal

Section 3.6 — Securities and Regulatory Records

🔗 ARTICLEArticle IV: BLOCKCHAINBlockchain ANDand DIGITALDigital ASSETAsset RECORDSRecords

Section 4.1 — Immutable Blockchain Records

Section 4.1 — Immutable Blockchain Records

Section 4.2 — ST22 SecurityDigital TokenSecurities Records

Section 4.3 — OTCM Utility Token Records

Section 4.4 — Wallet and Key Management

Section 4.5 — Platform Operations

Section 4.6 — Transfer Agent Records (Empire Stock Transfer)

Section 4.7 — Compliance Records

💻 ARTICLEArticle V: ELECTRONICElectronic RECORDSRecords MANAGEMENTManagement

Section 5.1 — Email Retention

📧 Email Best Practices:

Section 5.2 — Instant Messaging and Collaboration Tools

Section 5.3 — Cloud StorageDatabase and SaaSBackup Records

Section 5.4 — Database Records

Section 5.5 — Backup and Disaster Recovery

⚖️ ARTICLEArticle VI: LITIGATIONLitigation HOLDHold PROCEDURESProcedures

Section 6.1 — Triggering Events

Section 6.2 — Litigation Hold Process

Section 6.3 — Litigation Hold Notice Requirements

Section 6.4 — Blockchain Records and Litigation Holds

Section 6.5 — Consequences of Non-Compliance

🗑️ ARTICLEArticle VII: DOCUMENTDocument DESTRUCTIONDestruction

Section 7.1 — Conditions for Destruction Authorization

Section 7.2 — Destruction Methods

Section 7.3 — DestructionDocumentation Documentationand Annual Cycle

Section 7.4 —destruction. Annual Destructioncycle: Cycle

Section 7.5 — Destruction Prohibitions

👥 ARTICLEArticle VIII: RESPONSIBILITIESResponsibilities

Section

Section

Section 8.4 — Chief Financial Officer

Section 8.5 — Chief Technology Officer

Section 8.6 — Compliance Officer

Section 8.7 — Department Heads (Record

Section 8.8 — All Employees

⚠️ ARTICLEArticle IX: COMPLIANCECompliance ANDand ENFORCEMENTEnforcement

Section 9.1 — Training

Section 9.2 — Auditing

Section 9.3 — Violations

Section 9.4 — Reporting Violations

🏛️ ARTICLEArticle X: ADMINISTRATIONAdministration

Section 10.1 — Policy Owner

Section 10.2 — Annual Review

Section 10.3 — Amendment Procedures

Section 10.4 — Questions

✍️Acknowledgment ACKNOWLEDGMENTand AND CERTIFICATIONCertification

Document Information

📎 APPENDIX A: QUICK REFERENCE RETENTION SCHEDULE

🏢 Corporate

💰 Financial

📋 Tax

👤 Employment

⚖️ Legal

🔗 Blockchain

Section 2.1
“Record” — Key Definitions

🔗 "
“Blockchain Record"

⚖️ "
“Litigation Hold"

📁 "
“Record Custodian"

🗑️
“Destruction” "Destruction"

💾
“Permanent "ActiveRecord” Record"

Section
7.5
— Destruction Prohibitions

Section 8.7 — Department Heads
(Record