ALPHA Token Terms & Conditions

Table of Contents

Introduction

Becoming Alpha, Inc. (the "Company," "we," "us," or "our") issues the ALPHA token as the settlement and incentive currency of the Becoming Alpha ecosystem. These ALPHA Token Terms & Conditions ("Token Terms") govern your acquisition, holding, and use of ALPHA tokens.

These Token Terms should be read together with our Terms of Service, Risk Disclosure Policy, and Privacy Policy. In the event of any conflict between these Token Terms and our Terms of Service, the Terms of Service shall prevail. These Token Terms supersede any conflicting information in the Becoming Alpha whitepaper or other informational materials, which are provided for informational purposes only.

By acquiring, holding, or using ALPHA tokens, you acknowledge that you have read, understood, and agree to be bound by these Token Terms. If you do not agree with these Token Terms, you must not acquire, hold, or use ALPHA tokens.

Nature of the ALPHA Token

Utility Token Only: The ALPHA token is a utility token designed for use within the Becoming Alpha ecosystem. ALPHA serves as a settlement and incentive currency that facilitates payments for services, funds progress-linked programs, and standardizes value exchange between participants in the ecosystem, including founders, investors, professionals, partners, and verified creators.

What ALPHA Is:

• A digital token used for platform transactions (service fees, fees on capital raised, subscriptions, AML services, advertising, and transaction fees)
• A token for accessing expert services and professional services within the ecosystem
• A token for deploying investments on the launchpad to acquire project and impact token allocations
• A token that may be staked to participate in community incentive programs and receive rewards
• A token used for liquidity and market making initiatives

What ALPHA Is NOT:

• Not an Equity Interest: ALPHA tokens do not represent or confer any ownership, equity, or stake in Becoming Alpha, Inc. or any of its assets, revenues, or profits. You have no rights as a shareholder, member, or partner of Becoming Alpha.
• Not a Security: ALPHA tokens are not securities, investment contracts, or any form of financial instrument. They are utility tokens intended for use within the Becoming Alpha platform.
• Not a Debt Instrument: ALPHA tokens do not represent any debt or obligation owed by Becoming Alpha to token holders. We have no obligation to redeem, repurchase, or refund ALPHA tokens.
• Not a Guarantee of Value: ALPHA tokens have no guaranteed or intrinsic value. The market price of ALPHA tokens may be highly volatile and may decrease to zero. There is no promise or guarantee of price appreciation or any return on investment.
• Not a Right to Governance: While ALPHA tokens may be used in certain governance mechanisms within the ecosystem, they do not grant any legal or contractual right to control or direct the operations of Becoming Alpha, Inc.
• Not Legal Tender: ALPHA tokens are not legal tender, are not backed by any government or central bank, and are not insured or protected by any deposit insurance scheme.

Optional Use: Your use of ALPHA tokens is entirely optional. You may use the Becoming Alpha platform and services without holding or using ALPHA tokens, subject to the availability of alternative payment methods for specific services.

Token Distribution

A fixed supply of 100 billion ALPHA tokens will be minted at the Token Generation Event (TGE) across Solana, Ethereum, and Binance Smart Chain. No additional ALPHA tokens will be created after the TGE, protecting holders from dilution and reinforcing long-term value integrity.

Distribution Allocation: Token distribution is structured to fuel sustainable ecosystem growth, motivate community engagement, and ensure operational resilience. The allocation includes:

• Seed Round (10%)
• Private Round (12.5%)
• Public Round (5%)
• Elevate To Alpha Incentives (15%)
• Operations & Development (14%)
• Marketing & Growth (9%)
• Staking Rewards (12%)
• Team & Advisors (7%)
• Social Impact (2.5%)
• Alpha Visibility Program (8%)
• Exchange Liquidity & Market Making (5%)

Lockup and Vesting: ALPHA tokens allocated to investors, team, advisors, and operational reserves are subject to lockup and vesting schedules designed to align stakeholders with long-term performance, reduce sell pressure, and discourage speculation. Specific lockup and vesting periods vary by allocation category and are detailed in the whitepaper. However, all schedules are subject to change based on governance decisions, legal requirements, or operational needs.

No Guarantee of Release: The release of locked or vested tokens is subject to applicable lockup and vesting schedules, but we reserve the right to modify, suspend, or cancel any release schedule to comply with legal requirements or address operational concerns. We do not guarantee that any locked or vested tokens will be released on any specific schedule.

Emissions Schedule: A 30-month emissions schedule regulates token release to balance supply with market demand, mitigate volatility, and provide investors clarity and visibility on supply. This schedule may be adjusted based on governance decisions or operational requirements.

Multi-Chain Deployment

ALPHA tokens are deployed across multiple blockchain networks, including Solana, Ethereum, and Binance Smart Chain. This multi-chain deployment enables broader accessibility and interoperability but introduces additional risks and complexities.

Chain-Specific Risks: Each blockchain network operates independently with its own consensus mechanisms, security models, and technical characteristics. Risks associated with one chain (such as network congestion, smart contract vulnerabilities, forks, or consensus failures) may not affect other chains, but the overall value and utility of ALPHA tokens may be impacted by issues on any supported chain.

Bridge Risks: Cross-chain bridges and token transfer mechanisms between different blockchain networks carry significant risks, including smart contract bugs, bridge hacks, network failures, and loss of funds. When transferring ALPHA tokens between chains, you assume all risks associated with the bridge or transfer mechanism used.

No Guarantee of Interoperability: While we aim to maintain ALPHA token functionality across all supported chains, we do not guarantee that all features, services, or use cases will be available or function identically on every chain. We reserve the right to modify, suspend, or discontinue support for any blockchain network.

For more information about blockchain and smart contract risks, please see our Risk Disclosure Policy.

Staking and Rewards

ALPHA Staking is structured to transform incentives into strategic drivers of ecosystem growth. 12% of total supply (12 billion ALPHA) is allocated to staking rewards, distributed through multipliers and bonuses that issue credits redeemable only within the Becoming Alpha platform.

Ways to Stake: Community members can engage in the ALPHA Staking Protocol through two distinct mechanisms:

• Single-Sided Staking: Lock ALPHA for fixed durations, with longer commitments earning higher multipliers and rewards in Utility-Bound Tokens (UBTs).
• Liquidity Pool Staking: Provide ALPHA/USDC liquidity, stake LP tokens, to receive rewards that include base multipliers plus tiered liquidity bonuses.

Variable and Discretionary Rewards: Staking rewards, including APY/APR rates, multipliers, bonuses, and the amount of rewards issued, are variable and discretionary. Reward levels may change at any time based on:

• Governance decisions
• Emissions schedule adjustments
• Market conditions
• Operational requirements
• Regulatory considerations

No Guaranteed Yield: We do not guarantee any specific yield, return, or reward rate. Staking does not constitute a deposit, loan, or investment product. You may receive no rewards, reduced rewards, or rewards that do not cover the opportunity cost of locking your tokens.

Lockup Risks: When you stake ALPHA tokens, they are locked for a specified period during which you cannot transfer, sell, or otherwise dispose of them. Lockup periods vary based on the staking mechanism and duration you choose. You assume all risks associated with the illiquidity of your tokens during the lockup period, including the risk that the value of ALPHA tokens may decline significantly while locked.

Smart Contract Risks: Staking involves interaction with smart contracts that may contain bugs, vulnerabilities, or be subject to exploits. Smart contract failures could result in the loss of your staked tokens or rewards. We do not guarantee the security or functionality of any staking smart contracts.

Tax Considerations: We do not provide tax advice. Staking rewards may be subject to taxation in your jurisdiction. You are solely responsible for determining the tax treatment of staking and rewards and for complying with all applicable tax laws and reporting requirements.

For detailed information about staking risks and the legal nature of Utility-Bound Tokens, please see the section on Utility-Bound Tokens (UBTs) below.

Utility-Bound Tokens (UBTs)

Staking rewards are issued as Utility-Bound Tokens (UBTs), which are in-platform credits matched 1:1 with ALPHA. UBTs unlock only after the staking period expires and can then be used across the ecosystem. While stakers spend in UBTs, final settlement occurs in ALPHA from the staking pool.

Legal Nature of UBTs:

• Non-Transferable Credits: UBTs are non-transferable, non-financial, in-platform credits that can only be used within the Becoming Alpha ecosystem. They cannot be sold, transferred, or exchanged for fiat currency or other cryptocurrencies outside the platform.
• Not Securities: UBTs are not securities, investment contracts, or any form of financial instrument. They do not represent any ownership, equity, debt, or other financial interest in Becoming Alpha or any other entity.
• Not Deposits: UBTs are not deposits, and we do not guarantee redemption in fiat currency or any specific value. The value and utility of UBTs depend entirely on your use of them within the Becoming Alpha platform.
• Use Cases: UBTs may be used for venture investment, professional services, influencer campaigns, and platform fees. The availability of these use cases may change over time, and we do not guarantee that all use cases will remain available indefinitely.

No Guaranteed Value: UBTs have no guaranteed or intrinsic value. Their value is determined solely by your ability to use them within the Becoming Alpha ecosystem. If the platform or specific services become unavailable, UBTs may become worthless.

Risks: In addition to the risks associated with staking (see section on Staking and Rewards above), UBTs carry the following risks:

• Platform Risk: The value of UBTs depends entirely on the continued operation and availability of the Becoming Alpha platform. If the platform ceases to operate, becomes unavailable, or modifies its services, UBTs may lose all value.
• Use Case Limitations: The availability and utility of UBT use cases may be limited, changed, or discontinued at any time. You may not be able to use UBTs for your intended purposes.
• Smart Contract Risks: UBT issuance, unlocking, and settlement involve smart contracts that may contain bugs or be subject to exploits, potentially resulting in loss of UBTs or inability to access rewards.
• Market Risk: The value of ALPHA tokens used for settlement may decline, reducing the effective value of your UBT rewards even if they maintain their nominal value.

Buyback and Burn Programs

A portion of platform revenues may periodically fund buyback programs, with repurchased tokens either permanently burned to reduce supply or redirected into replenishing staking reserves or community incentive programs.

Discretionary and Non-Guaranteed: Buyback and burn programs are entirelydiscretionary and may be modified, suspended, or discontinued at any time without notice. We have no obligation to implement, continue, or execute any buyback or burn program, regardless of platform revenue or performance.

No Price Support: Buyback programs, if implemented, are not intended to support or stabilize the price of ALPHA tokens. They are operational mechanisms designed to enhance token utility and ecosystem sustainability. We make no representation or warranty that buyback programs will have any effect on token price, and token prices may decline regardless of any buyback activity.

Program Terms May Change: The terms, frequency, amount, and mechanics of any buyback or burn program may be changed at any time. There is no guarantee that repurchased tokens will be burned rather than redirected to other purposes, or that any specific percentage of revenue will be used for buybacks.

Eligibility and Restricted Jurisdictions

Eligibility Requirements: You may only acquire, hold, or use ALPHA tokens if you are:

• Of legal age in your jurisdiction (at least 18 years old, or 25 as specified in our Terms of Service)
• Not located in, a resident of, or subject to the laws of any restricted or sanctioned jurisdiction (as defined below)
• Not subject to any economic sanctions or on any sanctions list maintained by the U.S. Office of Foreign Assets Control (OFAC), the United Nations, the European Union, or other applicable authorities
• Not prohibited by applicable law from acquiring, holding, or using ALPHA tokens or participating in cryptocurrency transactions
• Able to complete all required identity verification (KYC) and compliance checks as required by our Terms of Service

Restricted Jurisdictions: We may restrict or prohibit the acquisition, holding, or use of ALPHA tokens in certain jurisdictions based on legal, regulatory, or operational considerations. Restricted jurisdictions may include countries subject to comprehensive U.S. sanctions (such as Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine), countries with prohibitive cryptocurrency regulations, or other jurisdictions where we determine that offering ALPHA tokens would be unlawful or pose unacceptable risks.

Jurisdiction Restrictions May Change: Restricted jurisdictions may be updated at any time. It is your responsibility to determine whether acquiring, holding, or using ALPHA tokens is lawful in your jurisdiction. If you are uncertain, consult with legal counsel before acquiring ALPHA tokens.

Compliance with Local Laws: You are solely responsible for ensuring that your acquisition, holding, and use of ALPHA tokens complies with all applicable laws and regulations in your jurisdiction, including securities laws, tax laws, anti-money laundering laws, and any other applicable requirements.

For detailed information about our identity verification and sanctions screening procedures, please see our KYC / AML & Sanctions Compliance Overview.

No Securities Offering

Not a Prospectus: These Token Terms, the Becoming Alpha whitepaper, and any other materials related to ALPHA tokens do not constitute a prospectus, offering memorandum, or securities offering document in any jurisdiction. Nothing in these materials constitutes an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation would be unlawful.

No Regulatory Approval: The availability of ALPHA tokens does not imply that any securities regulator or other regulatory authority has approved, endorsed, or reviewed these Token Terms, the ALPHA token, or the Becoming Alpha platform. We make no representation or warranty that ALPHA tokens have been or will be registered, approved, or licensed by any regulatory authority.

User Responsibility: You are solely responsible for determining whether acquiring, holding, or using ALPHA tokens is lawful in your jurisdiction and for ensuring that you comply with all applicable securities laws, regulations, and requirements. If you are uncertain about the legal status of ALPHA tokens in your jurisdiction, consult with qualified legal counsel before acquiring ALPHA tokens.

Exemptions: If ALPHA tokens are offered or sold in certain jurisdictions, such offerings or sales may be conducted in reliance on exemptions from registration or qualification requirements. These exemptions are typically limited to specific categories of investors (such as accredited investors) and are subject to strict conditions. We do not guarantee that any exemption will be available or applicable to you.

Important Disclaimers

Forward-Looking Statements: These Token Terms and the Becoming Alpha whitepaper may contain forward-looking statements about our plans, goals, expectations, and projections. These statements are subject to risks, uncertainties, and assumptions that may cause actual results to differ materially from those expressed or implied. We do not guarantee that any forward-looking statements will be realized.

No Investment Advice: We do not provide investment, financial, tax, or legal advice. Nothing in these Token Terms, the whitepaper, or any other materials constitutes investment advice or a recommendation to acquire, hold, or sell ALPHA tokens. You should consult with qualified advisors before making any decisions regarding ALPHA tokens.

Whitepaper is Informational: The Becoming Alpha whitepaper is provided for informational purposes only and does not create any legal obligations or rights. Information in the whitepaper may be incomplete, outdated, or inaccurate. In the event of any conflict between the whitepaper and these Token Terms or our Terms of Service, these Token Terms and the Terms of Service shall prevail.

Platform and Service Availability: We do not guarantee that the Becoming Alpha platform, any services, or any specific use cases for ALPHA tokens will be available at any particular time or location, or that they will function without interruption or error. We reserve the right to modify, suspend, or discontinue any aspect of the platform or services at any time.

No Warranty: ALPHA tokens are provided "as is" and "as available" without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We make no warranty that ALPHA tokens will meet your requirements, achieve any particular result, or be available without interruption.

For comprehensive information about risks associated with ALPHA tokens and the Becoming Alpha platform, please see our Risk Disclosure Policy.

Updates to These Terms

We reserve the right to modify, update, or amend these Token Terms at any time. If we make material changes to these Token Terms, we will notify you by updating the "Last Updated" date at the top of this page and, where required by law or where we determine it is appropriate, by providing additional notice through our platform or via email.

Your continued acquisition, holding, or use of ALPHA tokens after any changes to these Token Terms constitutes your acceptance of the modified terms. If you do not agree with any changes, you must discontinue acquiring, holding, and using ALPHA tokens and may attempt to dispose of any ALPHA tokens you hold, subject to applicable laws and market conditions.

We recommend that you review these Token Terms periodically to stay informed about any updates. The most current version of these Token Terms will always be available on our website.

Contact Information

For questions about these Token Terms or the ALPHA token, please contact us:

We value transparency and are committed to addressing your questions and concerns. We will respond to inquiries as promptly as possible, typically within one business week.

For more contact options and additional ways to reach us, please visit our Contact page.