INSIDER TRADING POLICY V8

INSIDER TRADING 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 (Binding) | BOARD APPROVED

Field	Value
Document ID	OTCM-POL-ITP-001
Version	8.0 (supersedes V1.0)
Effective Date	March 2026
Classification	CONFIDENTIAL
Approved By	Board of Directors
Legal Entity	Groovy Company, Inc. dba OTCM Protocol
Governing Law	Federal Securities Law and New Jersey State Law

Article I: Purpose and Scope

Section 1.1 — Purpose

This Insider Trading Policy (the “Policy”) is designed to prevent insider trading and to promote compliance with federal and state securities laws by all directors, officers, employees, contractors, and other persons associated with Groovy Company, Inc. dba OTCM Protocol (the “Company”). The Policy applies to trading in both traditional securities and ST22 Digital Securities issued through the OTCM Protocol platform, as well as the OTCM Utility Token.

Section 1.2 — Regulatory Framework

Regulation	Description
Section 10(b)	Securities Exchange Act of 1934
Rule 10b-5	Prohibition on fraud in connection with securities transactions
Section 16	Reporting and short-swing profit provisions
ITSA 1984	Insider Trading Sanctions Act of 1984
ITSFEA 1988	Insider Trading and Securities Fraud Enforcement Act of 1988
Release No. 33-11412	SEC–CFTC Binding Digital Securities Taxonomy (March 17, 2026)
January 28, 2026 Joint Statement	SEC Joint Staff Statement on Tokenized Securities (substantially superseded by Release 33-11412)

Section 1.3 — Scope of Covered Securities

Security Type	Description
Common Stock	Groovy Company, Inc. dba OTCM Protocol common stock (OTC: GROO)
Preferred Stock	All series of Company preferred stock, including Series “A”, Series “S”, and any future series
OTCM Utility Token	OTCM utility/governance token
ST22 Digital Securities	Tokens representing Common Class B Shares (third-party issuers) or Series “S” Preferred Shares (OTCMS) — Category 5 Digital Securities under Release 33-11412
Options / Warrants	Any options, warrants, or convertible securities of the Company
Derivatives	Any derivative instruments linked to Company securities or ST22 Digital Securities

Article II: Definitions

Section 2.1 — Key Definitions

“Blackout Period”

Any period during which trading by Covered Persons is prohibited, including quarterly blackout periods and event-specific blackout periods as described in Article V.

“Compliance Officer”

The designated compliance officer or such other person designated by the Board of Directors to administer this Policy. Contact: compliance@otcm.io.

“Covered Persons”

All directors, officers, employees, consultants, advisors, and contractors of the Company, as well as members of their immediate families and any entities controlled by such persons.

“Immediate Family”

A person’s spouse, domestic partner, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, and any person (other than a tenant or employee) sharing the person’s household.

“Material Nonpublic Information” (MNPI)

Information that (a) has not been publicly disclosed through appropriate channels, AND (b) a reasonable investor would consider important in making an investment decision.

“Section 16 Insider”

Any director, executive officer, or beneficial owner of more than 10% of any class of equity securities of the Company.

“ST22 Digital Security”

An SPL Token-2022 digital asset issued on the Solana blockchain representing a 1:1 ownership interest in Common Class B Shares (third-party OTC issuers) or Series “S” Preferred Shares (OTCMS) held in irrevocable custody by Empire Stock Transfer, as classified as Category 5 Digital Securities under SEC–CFTC Release No. 33-11412 (March 17, 2026).

“Trading Day”

For traditional securities: any day on which national securities exchanges are open for trading. For ST22 Digital Securities: any calendar day (tokens trade 24/7/365 on CEDEX at cedex.otcm.io).

Article III: Prohibition on Insider Trading

Section 3.1 — General Prohibition

NO Covered Person shall, directly or indirectly, purchase, sell, gift, or otherwise transfer any Covered Security while in possession of Material Nonpublic Information concerning the Company, the OTCM Protocol platform, CEDEX, or any issuer whose equity has been tokenized as ST22 Digital Securities on the platform.

Section 3.2 — Prohibition on Tipping

NO Covered Person shall disclose (“tip”) Material Nonpublic Information to any other person, including family members, friends, business associates, or any third party, where such information may be used to trade in Covered Securities. This prohibition applies regardless of whether the tipper receives any personal benefit from the disclosure.

Section 3.3 — Prohibition on Front-Running

NO Covered Person shall trade in ST22 Digital Securities or other Covered Securities based on knowledge of pending platform launches, issuer onboardings, liquidity events, regulatory developments, SEC Crypto Task Force communications, or other material events affecting the OTCM Protocol platform before such information is publicly announced.

Section 3.4 — Application to Digital Asset Transactions

The prohibitions in this Article III apply equally to:

Transaction Type	Covered?
Direct purchases/sales of ST22 Digital Securities	YES
Transactions on CEDEX (cedex.otcm.io)	YES
Transactions through any AMM or bonding curve	YES
Transfers between wallets controlled by Covered Person	YES
Liquidity provision to or withdrawal from the Global Unified CEDEX Liquidity Pool	YES
Any transaction resulting in change of beneficial ownership	YES
Stablecoin-to-ST22 or ST22-to-stablecoin conversions	YES

Article IV: Examples of Material Nonpublic Information

Section 4.1 — Corporate Information

Category	Examples
Financial	Results, projections, revenue/earnings guidance
Business	Significant contracts, partnerships, investor commitments
Corporate Actions	Mergers, acquisitions, divestitures, SPAC transactions
Leadership	Changes in executive leadership or Board composition
Financing	Equity or debt offerings, SOL treasury allocations
Legal / Regulatory	Significant litigation, SEC correspondence, no-action letter status, CFTC engagement
Security	Cybersecurity incidents, smart contract vulnerabilities, data breaches

Section 4.2 — Platform-Specific Information

Category	Examples
Launches	Pending issuer onboardings, ST22 Digital Securities launches
Liquidity	Planned Global Pool operations, liquidity seeding events
Parameters	Changes to CEDEX CPMM parameters, fee structure modifications
Technical	Transfer Hook upgrades, smart contract patches, oracle changes
Data	Platform trading volume before public release, CEDEX metrics
Regulatory	SEC Crypto Task Force communications, no-action letter developments, Release 33-11412 implementation
Custody	Empire Stock Transfer relationship changes, custody arrangements
Offerings	STO timing and terms, Reg D/Reg S offering details

Section 4.3 — Issuer-Specific Information

Covered Persons who obtain MNPI about issuers whose equity has been tokenized as ST22 Digital Securities are prohibited from trading in the affected tokens. This includes pending corporate actions affecting tokenized Common B shares, financial condition or performance of the underlying issuer, planned delisting or detokenization, protective conversion trigger events, and changes in Empire Stock Transfer custody arrangements.

Article V: Blackout Periods

Section 5.1 — Quarterly Blackout Periods

Parameter	Description
Start	First day of the third month of each fiscal quarter
End	Two (2) full Trading Days after public release of quarterly/annual financial results
Applies To	Company securities (GROO common, all preferred series) and OTCM Utility Tokens

Section 5.2 — Event-Specific Blackout Periods

The Compliance Officer may impose event-specific blackout periods when MNPI exists that has not been publicly disclosed. Such periods may apply to specific securities, specific ST22 Digital Securities, or all Covered Securities. Covered Persons will be notified of event-specific blackout periods and the securities to which they apply.

Section 5.3 — Platform Launch Blackout Periods

All Covered Persons with knowledge of pending issuer onboardings or ST22 Digital Securities launches are prohibited from trading in the affected tokens until FORTY-EIGHT (48) HOURS after the public launch announcement.

Section 5.4 — Exceptions to Blackout Periods

Exception	Notes
Rule 10b5-1 Trading Plans	Pre-approved plans only (see Article VII)
Stock Option Exercises for Cash	Exercise only — sale of underlying shares NOT exempt
RSU Vesting	Vesting only — sale of shares received NOT exempt
Employee Stock Purchase Plan	Purchases only
Bona Fide Gifts	Subject to pre-clearance by Compliance Officer

Article VI: Pre-Clearance Requirements

Section 6.1 — Persons Subject to Pre-Clearance

Category	Who
Directors	All directors of the Board
Executive Officers	CEO, CTO, COO, and any C-level executives
Section 16 Insiders	All Section 16 Insiders (>10% beneficial owners)
MNPI Access Personnel	Employees with access to MNPI regarding pending ST22 launches, CEDEX operations, or regulatory matters
Designated Persons	Any other person designated by the Compliance Officer

Section 6.2 — Pre-Clearance Procedures

Requests must be submitted in writing (including email) to the Compliance Officer at compliance@otcm.io at least TWO (2) business days before the proposed transaction.

Required Information	Description
Security / Token	Identity of the security or ST22 Digital Security
Transaction Type	Nature of proposed transaction (buy, sell, gift, liquidity provision/withdrawal, etc.)
Quantity	Number of shares or tokens
Proposed Date	Proposed date of transaction
Wallet Address(es)	For ST22 Digital Securities and OTCM Utility Token transactions — Solana wallet addresses

Section 6.3 — Clearance Period

Parameter	Value
Validity	THREE (3) Trading Days from date of clearance
Expiration	New request required if not completed within the validity period
Revocation	Pre-clearance may be revoked at any time if circumstances change

Article VII: Rule 10b5-1 Trading Plans

Section 7.1 — Adoption

Covered Persons may adopt written trading plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. Such plans must be adopted during an open trading window, adopted when the person is NOT in possession of MNPI, and pre-approved by the Compliance Officer.

Section 7.2 — Cooling-Off Period

Person Type	Cooling-Off Period
Directors and Executive Officers	Later of: (i) 90 days after adoption/modification, OR (ii) 2 business days after Form 10-Q/10-K filing for the quarter in which the plan was adopted
Other Covered Persons	30 days after adoption/modification

Section 7.3 — Application to ST22 Digital Securities

Rule 10b5-1 trading plans may be adopted for ST22 Digital Securities transactions, provided the plan specifies:

• Solana wallet addresses to be used for transactions

• Execution mechanism — CEDEX at cedex.otcm.io or designated broker

• Automated trading through CEDEX CPMM must be specifically authorized in the plan

Article VIII: Special Rules for ST22 Digital Securities

Section 8.1 — 24/7 Trading Environment

ST22 Digital Securities trade continuously on CEDEX (cedex.otcm.io) 24/7/365 without regard to traditional market hours. Covered Persons must exercise heightened vigilance, as the ability to trade at any time increases the risk of trading while in possession of MNPI.

Section 8.2 — Wallet Registration

All Covered Persons must register with the Compliance Officer all blockchain wallet addresses that they control or have beneficial interest in, used for ST22 Digital Securities or OTCM Utility Token transactions. Changes to registered wallets must be reported within FORTY-EIGHT (48) HOURS. Supported wallets include Phantom, Solflare, Backpack, Coinbase Wallet, and Ledger.

Section 8.3 — On-Chain Monitoring

The Company implements on-chain monitoring systems via Chainalysis KYT and TRM Labs to track transactions by registered wallets. Covered Persons consent to such monitoring as a condition of their relationship with the Company. Transfer Hook controls provide additional compliance enforcement on every transaction.

Section 8.4 — Liquidity Provision

Providing liquidity to the Global Unified CEDEX Liquidity Pool, any AMM, or any liquidity mechanism for ST22 Digital Securities is considered a TRANSACTION subject to this Policy. Pre-clearance is required before adding or removing liquidity. Liquidity provision or withdrawal is prohibited while in possession of MNPI.

Article IX: Reporting Obligations

Section 9.1 — Section 16 Reporting

Section 16 Insiders must file Forms 3, 4, and 5 with the SEC as required. Transactions in ST22 Digital Securities representing equity securities of the Company (including OTCMS tokens backed by Series “S” Preferred Shares) ARE subject to Section 16 reporting requirements.

Section 9.2 — Internal Reporting

All Covered Persons must report to the Compliance Officer within TWO (2) business days any transaction in Covered Securities, including:

Required Information	Description
Date and Nature	Date and nature of transaction
Security / Token	Security or ST22 Digital Security involved
Quantity	Number of shares or tokens
Price	Price per share or token (in USD or stablecoin equivalent)
Wallet Addresses	Solana wallet addresses used (for digital asset transactions)
Transaction Hash	Solana transaction signature (for blockchain transactions)

Section 9.3 — Annual Certification

All Covered Persons must certify annually that they have read and understand this Policy, have complied with its requirements, and will continue to comply.

Article X: Penalties and Enforcement

Section 10.1 — Regulatory Penalties

Insider trading violations may result in severe civil and criminal penalties:

Penalty Type	Amount / Duration
Civil Penalties	Up to 3x the profit gained or loss avoided
Criminal Fines (Individuals)	Up to $5,000,000
Criminal Fines (Entities)	Up to $25,000,000
Imprisonment	Up to 20 years
Officer/Director Bars	Prohibition from serving as officer or director
Private Lawsuits	Civil suits by harmed investors

Section 10.2 — Company Sanctions

• Termination of employment or consulting relationship

• Forfeiture of unvested equity awards

• Disgorgement of trading profits

• Removal from director or officer positions

• Referral to SEC, FinCEN, DOJ, or other regulatory authorities

Article XI: Administration

Section 11.1 — Compliance Officer Duties

• Reviewing and processing pre-clearance requests

• Determining and announcing blackout periods

• Maintaining records of all pre-clearance requests, wallet registrations, and trading reports

• Providing insider trading training to all Covered Persons

• Investigating potential violations and recommending enforcement action

• Coordinating with on-chain monitoring systems (Chainalysis KYT + TRM Labs)

Section 11.2 — Policy Amendments

This Policy may be amended at any time by the Board of Directors. Covered Persons will be notified of material amendments and must acknowledge receipt.

Section 11.3 — Questions

Contact: compliance@otcm.io. Covered Persons with questions about this Policy or the application of insider trading laws should contact the Compliance Officer.

Acknowledgment and Certification

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

I understand that violation of this Policy or applicable insider trading laws may result in severe penalties, including termination of my relationship with the Company and civil and criminal liability.

I certify that I am not currently in possession of any Material Nonpublic Information concerning the Company, the OTCM Protocol platform, CEDEX, or any issuer whose equity has been tokenized as ST22 Digital Securities on the platform, except as previously disclosed to the Compliance Officer.

I agree to register all blockchain wallet addresses that I control or have beneficial interest in that may be used for transactions in ST22 Digital Securities or OTCM Utility Tokens.

Field
Signature	_________________________________
Date	_________________________________
Printed Name	_________________________________
Title / Position	_________________________________
Registered Wallet Address(es)	_________________________________

Document Information

Field	Value
Document ID	OTCM-POL-ITP-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 and New Jersey State Law
Primary Authority	Securities Exchange Act §10(b), Rule 10b-5, Release No. 33-11412
Approved By	Board of Directors

ST22 Digital Securities are Category 5 Digital Securities under SEC–CFTC Release No. 33-11412 (March 17, 2026). Insider trading prohibitions apply fully to ST22 tokens. Groovy Company, Inc. dba OTCM Protocol is a Wyoming Corporation (CIK: 1499275).