🔍 RELATED PARTY TRANSACTION POLICY

Field	Value
Document ID	OTCM-POL-RPT-001
Version	1.0
Effective Date	January 30, 2026
Classification	CONFIDENTIAL
Approved By	Board of Directors

📋 TABLE OF CONTENTS

🎯 ARTICLE I: PURPOSE AND SCOPE

Section 1.1 — Purpose

🎯 Objective	Description
🛡️ Protect Interests	Protect the best interests of the Company and its shareholders
⚖️ Ensure Fairness	Ensure transactions are conducted on fair and reasonable terms
🔍 Promote Transparency	Promote transparency in corporate governance
📜 Comply with Law	Comply with applicable securities laws and regulations
🚫 Prevent Conflicts	Prevent actual or perceived conflicts of interest

Section 1.2 — Regulatory Framework

This Policy is adopted pursuant to and in compliance with:

⚖️ Regulation	Description
Item 404	Regulation S-K — Related Party Transaction Disclosure
Section 13(k)	Securities Exchange Act of 1934 — Prohibition on Personal Loans
Rule 10b-5	Prohibition on Fraud
State Law	Wyoming Business Corporation Act fiduciary duties
SEC Guidance	Joint Staff Statement on Tokenized Securities (January 28, 2026)
GAAP	ASC 850 — Related Party Disclosures

Section 1.3 — Scope

This Policy applies to all Related Party Transactions involving the Company, including:

🏢 Transactions with the Company's direct operations
🔗 Transactions involving the OTCM Protocol platform
🪙 Transactions involving OTCM Utility Tokens
📊 Transactions involving ST22 Security Tokens
🏦 Transactions with Empire Stock Transfer or other custody partners
🤝 Transactions with issuers on the OTCM Protocol platform

📖 ARTICLE II: DEFINITIONS

Section 2.1 — Related Party

A "Related Party" means any of the following:

Category	Definition
🎯 Directors	Any director of the Company
👔 Executive Officers	Any executive officer of the Company (CEO, CFO, CTO, COO, etc.)
🗳️ Director Nominees	Any nominee for election as a director
📊 5% Shareholders	Any beneficial owner of more than 5% of any class of the Company's voting securities
👨‍👩‍👧‍👦 Immediate Family	Immediate family members of any of the above

Category	Definition
🏛️ Controlled Entities	Any entity in which a Related Party has a direct or indirect material interest
🤝 Affiliated Companies	Any entity that controls, is controlled by, or is under common control with the Company
💼 Employment Entities	Any entity employing a Related Party as an executive officer
📈 Investment Entities	Any entity in which a Related Party holds a 10%+ ownership interest

Section 2.2 — Immediate Family Member

An "Immediate Family Member" includes:

👨‍👩‍👧‍👦 Relationship	Included
Spouse or domestic partner	✅
Parents and stepparents	✅
Children and stepchildren	✅
Siblings and stepsiblings	✅
In-laws (mother, father, son, daughter, brother, sister)	✅
Any person sharing the household (except tenants/employees)	✅

Section 2.3 — Related Party Transaction

A "Related Party Transaction" means any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which:

✅ The Company (or any subsidiary) is, was, or will be a participant
✅ The aggregate amount involved exceeds $120,000
✅ Any Related Party has, had, or will have a direct or indirect material interest

📋 Examples of Related Party Transactions:

💼 Category	Examples
💰 Financial	Loans, guarantees, investments, capital contributions
🏢 Property	Sales, leases, licenses of real or personal property
📜 Services	Consulting, employment, professional services agreements
🔗 Platform	Issuer agreements, token purchases, liquidity provision
🤝 Business	Joint ventures, partnerships, profit-sharing arrangements
💳 Compensation	Compensation arrangements outside normal course

Section 2.4 — Material Interest

A "Material Interest" means a direct or indirect interest in a transaction that is significant enough that it would, or reasonably could, affect a Related Party's judgment or actions with respect to the transaction.

❌ NOT Considered Material Interest:

Exclusion	Threshold
🎯 Director of both parties	Without other relationship
📊 Equity ownership	Less than 10% of entity
💼 Limited partner	Without management role
🏦 Institutional investor	Passive investment only

🔍 ARTICLE III: IDENTIFICATION OF RELATED PARTY TRANSACTIONS

Section 3.1 — Director and Officer Questionnaires

All directors and executive officers must complete an annual questionnaire identifying:

📋 Information Required	Description
👨‍👩‍👧‍👦 Family Members	Immediate family members and their employment
🏢 Affiliations	Business affiliations and directorships
📈 Investments	Material investments in other entities
🔗 Platform Relationships	Relationships with OTCM Protocol issuers
💳 Wallet Holdings	ST22 token and OTCM Utility Token holdings
🤝 Potential Transactions	Known potential Related Party Transactions

Section 3.2 — Ongoing Disclosure Obligations

🔔 Trigger Event	Timing
🆕 New potential Related Party Transaction	Before entering transaction
📊 Changes in ownership or affiliations	Within 10 business days
👨‍👩‍👧‍👦 Changes in immediate family circumstances	Within 10 business days
🔗 New relationships with platform issuers	Before transaction
💳 Significant changes in token holdings	Within 5 business days

Section 3.3 — Management Review

The Chief Financial Officer and Chief Legal Officer shall:

📋 Duty	Frequency
🔍 Review questionnaire responses	Annually
📊 Monitor transaction records	Quarterly
🔗 Review platform transaction logs	Monthly
🚨 Flag potential Related Party Transactions	Ongoing
📝 Prepare summary for Audit Committee	Quarterly

✅ ARTICLE IV: REVIEW AND APPROVAL PROCEDURES

Section 4.1 — Approval Authority

💰 Transaction Value	Approval Authority
< $120,000	Not subject to Policy (but must be disclosed if material)
$120,000 - $500,000	Chief Executive Officer + Chief Financial Officer
$500,001 - $1,000,000	Audit Committee
> $1,000,000	Full Board of Directors
Any amount involving Director/Officer compensation	Compensation Committee or Full Board
Any amount involving CEO	Full Board (excluding CEO)

Section 4.2 — Pre-Approval Requirement

📝 Pre-Approval Request Must Include:

Field	Description
👤 Related Party	Identity of the Related Party and relationship to Company
📋 Transaction Description	Nature and terms of the proposed transaction
💰 Value	Dollar value or estimated value
🎯 Business Purpose	Business reasons for entering into the transaction
⚖️ Comparable Terms	Whether comparable terms available from unrelated parties
📊 Interest	Nature and extent of Related Party's interest
🛡️ Protections	Proposed safeguards to protect Company interests

Section 4.3 — Recusal Requirements

🚫 Requirement	Application
Voting	Related Party must recuse from voting on approval
Discussion	Related Party may be asked to leave during deliberations
Quorum	Related Party not counted for quorum purposes
Minutes	Recusal must be documented in meeting minutes

Section 4.4 — Expedited Approval

For time-sensitive transactions where full committee/board approval is not practicable:

⚡ Step	Requirement
1️⃣	Chair of Audit Committee may grant preliminary approval
2️⃣	Transaction must be presented to full committee at next meeting
3️⃣	Full committee must ratify or rescind within 60 days
4️⃣	If rescinded, Company must unwind transaction if practicable

⚖️ ARTICLE V: STANDARDS FOR APPROVAL

Section 5.1 — General Standard

✅ In the best interests of the Company and on terms no less favorable to the Company than could be obtained from an unrelated third party.

Section 5.2 — Factors for Consideration

The approving body shall consider the following factors:

🔍 Factor	Consideration
🎯 Business Purpose	Whether there is a legitimate business reason for the transaction
💰 Fair Value	Whether the terms are fair and reasonable to the Company
⚖️ Arm's Length	Whether terms are comparable to arm's length transactions
🛡️ Company Interest	Whether the transaction serves the Company's interests
📊 Materiality	The materiality of the Related Party's interest
🚫 Conflicts	The extent of any actual or apparent conflict of interest
🔗 Alternatives	Availability of alternative transactions or sources
📜 Disclosure	Impact on required disclosures

Section 5.3 — Independent Evaluation

For transactions exceeding $500,000, the approving body may require:

📋 Evaluation Type	When Required
💰 Fairness Opinion	Significant financial transactions
🏢 Independent Appraisal	Real property transactions
⚖️ Legal Opinion	Complex or unusual structures
📊 Market Analysis	Service or licensing agreements
🔗 Technical Assessment	Platform or technology transactions

Section 5.4 — Categorical Pre-Approval

The following categories of transactions are deemed pre-approved and do not require individual review:

✅ Category	Conditions
💰 Compensation	Compensation approved by Compensation Committee
🔄 Reimbursements	Expense reimbursements pursuant to Company policy
🏦 Banking Services	Banking services at prevailing market rates
📜 D&O Insurance	Directors' and officers' insurance
🎓 Charitable Contributions	Matching gifts per Company program (< $25,000)
🔗 De Minimis Token Transactions	ST22/OTCM token purchases < $25,000 at market price

🔗 ARTICLE VI: PLATFORM-SPECIFIC TRANSACTIONS

Section 6.1 — Issuer Relationships

🔗 Relationship Type	Approval Requirement
📊 Director/Officer of Issuer	Audit Committee approval for any platform transaction
💰 5%+ Shareholder of Issuer	Audit Committee approval for any platform transaction
🤝 Consultant to Issuer	Disclosure + CEO/CFO approval
👨‍👩‍👧‍👦 Family Member Connection	Disclosure + CEO/CFO approval

Section 6.2 — Token Transactions

🪙 OTCM Utility Token Transactions

Transaction Type	Approval Requirement
ICO participation > $120,000	Per standard thresholds
Secondary market purchases > $120,000	Per standard thresholds
Token grants to Related Parties	Compensation Committee

🔗 ST22 Security Token Transactions

Transaction Type	Approval Requirement
Purchase of ST22 tokens > $120,000	Audit Committee
Liquidity provision > $120,000	Audit Committee
Participation in issuer onboarding	Full Board if Related Party involved

Section 6.3 — Custody and Transfer Agent Relationships

Transactions with Empire Stock Transfer or other custody partners require:

💰 Transaction Value	Approval Requirement
Standard custody fees	Deemed pre-approved
Modified fee arrangements	CEO/CFO approval
New service agreements > $120,000	Per standard thresholds
Equity or partnership arrangements	Full Board

Section 6.4 — Technology and Infrastructure

🔧 Transaction Type	Approval Requirement
Software licensing from Related Party	Audit Committee
Development services from Related Party	Per standard thresholds
Infrastructure hosting from Related Party	Per standard thresholds
Intellectual property licensing	Full Board

👁️ ARTICLE VII: ONGOING MONITORING

Section 7.1 — Quarterly Review

The Audit Committee shall conduct quarterly reviews of:

📋 Review Item	Purpose
📊 All Related Party Transactions entered during quarter	Compliance verification
🔄 Status of ongoing Related Party Transactions	Performance monitoring
💰 Payments made under Related Party agreements	Financial tracking
🔗 Platform transactions by Related Parties	Conflict monitoring
📝 Changes in Related Party status	Updated identification

Section 7.2 — Annual Assessment

The Audit Committee shall conduct an annual assessment of:

📋 Assessment Item	Purpose
⚖️ Fairness of ongoing arrangements	Continued appropriateness
📊 Market comparability	Arm's length verification
🔄 Renewal decisions	Go-forward determination
📜 Disclosure adequacy	Compliance verification
🛡️ Policy effectiveness	Continuous improvement

Section 7.3 — On-Chain Monitoring

For blockchain-based transactions, the Company shall implement:

🔗 Monitoring Type	Description
💳 Wallet Tracking	Monitor registered wallets of Related Parties
📊 Transaction Alerts	Automated alerts for significant token transactions
🔍 Pattern Analysis	Review for unusual transaction patterns
📋 Quarterly Reports	Summary of Related Party blockchain activity

📜 ARTICLE VIII: DISCLOSURE REQUIREMENTS

Section 8.1 — SEC Disclosure

📋 Disclosure Requirement	Location
Item 404(a)	Proxy Statement / Form 10-K
Item 404(b)	Policy description in proxy
Form 8-K	Material transactions as required
Form S-1/S-3	Registration statements

📝 Required Disclosure Elements:

Element	Description
👤 Related Party	Name and relationship
📋 Transaction	Description of transaction
💰 Amount	Dollar amounts involved
📊 Interest	Nature of Related Party's interest
✅ Approval	Approval process followed

Section 8.2 — Financial Statement Disclosure

📊 Disclosure	Requirement
🏷️ Nature of Relationship	Description of relationship
📋 Transaction Description	Description of transactions
💰 Dollar Amounts	Amounts for each period presented
💳 Balances	Amounts due to/from Related Parties
📜 Terms	Terms and manner of settlement

Section 8.3 — Internal Disclosure

📋 Disclosure Type	Recipient	Timing
🚨 New transactions	Audit Committee	Next scheduled meeting
📊 Quarterly summary	Board of Directors	Quarterly
📝 Annual report	Full Board	Annually
⚠️ Material developments	Audit Committee Chair	Immediately

🚫 ARTICLE IX: PROHIBITED TRANSACTIONS

Section 9.1 — Absolutely Prohibited

The following transactions are PROHIBITED regardless of approval:

🚫 Prohibited Transaction	Basis
💳 Personal Loans	To directors or executive officers — Section 13(k) prohibition
🔄 Loan Guarantees	For personal obligations of directors/officers
💰 Extensions of Credit	To directors or executive officers
⚠️ Margin Arrangements	Company-supported margin for Related Party trading

Section 9.2 — Presumptively Prohibited

The following transactions are presumptively prohibited and may only be approved by the Full Board with documented extraordinary justification:

⚠️ Transaction Type	Concern
🏢 Related Party as Sole Source	Without competitive process
💰 Above-Market Compensation	To Related Party service providers
📊 Equity Grants	To non-employee Related Parties (outside board compensation)
🔗 Exclusive Arrangements	Exclusive platform access for Related Parties
💳 Preferential Token Allocation	Below-market token sales to Related Parties

Section 9.3 — Heightened Scrutiny Transactions

The following transactions require heightened scrutiny and independent evaluation:

🔍 Transaction Type	Additional Requirement
🏢 Real Estate	Independent appraisal
💼 Employment of Family	Compensation Committee review
🤝 Joint Ventures	Fairness opinion
📜 Intellectual Property	Independent valuation
🔗 Platform Revenue Sharing	Third-party market analysis

🔄 ARTICLE X: RATIFICATION OF TRANSACTIONS

Section 10.1 — Ratification of Pre-Existing Transactions

⚡ Step	Action
1️⃣	Transaction must be promptly reported to Compliance Officer
2️⃣	Compliance Officer reports to Audit Committee Chair
3️⃣	Audit Committee reviews at next meeting (or special meeting if material)
4️⃣	Committee determines whether to ratify, modify, or rescind

Section 10.2 — Ratification Standards

For ratification, the Audit Committee must determine:

✅ Standard	Requirement
🛡️ Company Interest	Transaction is in best interests of Company
⚖️ Fair Terms	Terms are fair and reasonable
🎯 Good Faith	Related Party acted in good faith
📋 Disclosure	Failure to pre-approve was inadvertent

Section 10.3 — Consequences of Non-Ratification

If a transaction is not ratified:

🚨 Consequence	Action
🔄 Unwinding	Transaction must be unwound if practicable
💰 Disgorgement	Related Party may be required to disgorge benefits
📋 Disclosure	Transaction must still be disclosed if material
⚠️ Discipline	Responsible parties subject to disciplinary action
📜 Legal Review	Legal counsel evaluates potential liability

📁 ARTICLE XI: ADMINISTRATION AND RECORDKEEPING

Section 11.1 — Compliance Officer Duties

The Compliance Officer (or designee) is responsible for:

📋 Duty	Description
📝 Questionnaires	Distributing and collecting annual questionnaires
🔍 Identification	Identifying potential Related Party Transactions
📊 Tracking	Maintaining database of Related Parties and transactions
📋 Reporting	Preparing materials for Audit Committee
🎓 Training	Providing training on Policy requirements
🔗 Monitoring	Monitoring blockchain transactions by Related Parties

Section 11.2 — Recordkeeping Requirements

The following records must be maintained for seven (7) years:

📁 Record Type	Description
📝 Questionnaires	Annual director/officer questionnaires
✅ Approvals	Documentation of all approval decisions
📋 Meeting Minutes	Minutes reflecting Related Party Transaction discussions
💳 Transaction Records	Copies of all Related Party Transaction agreements
🔗 Blockchain Records	On-chain transaction logs for token transactions
📊 Disclosure Records	Supporting documentation for SEC disclosures

Section 11.3 — Policy Amendments

This Policy may be amended at any time by the Board of Directors upon recommendation of the Audit Committee. Material amendments require:

📋 Requirement	Action
📊 Audit Committee Review	Recommendation to Board
🗳️ Board Approval	Majority vote
📢 Communication	Notice to all Related Parties
📝 Acknowledgment	Updated acknowledgment required

Section 11.4 — Questions and Interpretation

📧 Contact: compliance@otcmprotocol.com

Questions regarding this Policy or requests for interpretation should be directed to the Compliance Officer or Chief Legal Officer.

✍️ ACKNOWLEDGMENT AND CERTIFICATION

I acknowledge that I have received and read the OTCM Protocol, Inc. Related Party Transaction Policy. I understand its contents and agree to comply with all of its terms and conditions.

I certify that I have disclosed all relationships and transactions that may constitute Related Party Transactions under this Policy.

I agree to promptly notify the Compliance Officer of any potential Related Party Transaction before entering into such transaction and to update my annual questionnaire as circumstances change.

I understand that failure to comply with this Policy may result in disciplinary action, up to and including termination of my relationship with the Company.

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

📎 APPENDIX A: RELATED PARTY TRANSACTION APPROVAL REQUEST FORM

📝 Transaction Information

Field	Response
Date of Request
Requestor Name
Requestor Title

Field	Response
Related Party Name
Relationship to Company
Nature of Interest

📋 Transaction Details

Field	Response
Description of Transaction
Estimated Value
Business Purpose
Duration/Term

⚖️ Fairness Analysis

Field	Response
Comparable Terms Available?	☐ Yes ☐ No
If Yes, Describe Alternatives
Basis for Determining Fairness

📎 Attachments

Item	Attached?
☐ Draft Agreement
☐ Comparable Transaction Analysis
☐ Independent Valuation (if applicable)
☐ Other Supporting Documentation

FOR INTERNAL USE ONLY

Field	Response
Approval Authority
Date Reviewed
Decision	☐ Approved ☐ Denied ☐ Approved with Modifications
Conditions (if any)
Approver Signature

OTCM Protocol, Inc. A Wyoming Digital Asset Corporation

📜 SEC Category 1 Issuer-Sponsored Tokenized Securities Infrastructure

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

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