The Human Capital Agreement

This Human Capital Agreement (HCA) is a standardized framework for structuring economic relationships between a human capital issuer (the "Issuer") and one or more backers (each, a "Backer"). The HCA is designed to be legally compliant under current U.S. securities law, economically fair to both parties, and structurally clear enough to be rated by the InsideRWA Human Capital Index (HCI). The HCA draws on the following design principles: (1) alignment over obligation — Backer returns are tied to Issuer success, not to a fixed repayment schedule; (2) transparency — all material terms are disclosed in plain language; (3) regulatory compliance — the HCA is structured as a Reg CF or Reg D offering, not as a consumer loan or income-share agreement subject to state usury law; and (4) portability — the HCA standard is open and may be adopted by any compliant issuer.

1.1 Issuer. The individual or entity tokenizing their human capital. The Issuer represents that all information provided in the InsideRWA Issuer Intake Form is accurate and complete. 1.2 Backer. Any person or entity purchasing HCA tokens through a compliant offering (Reg CF, Reg D 506(b), or Reg D 506(c)). Backers acknowledge the speculative nature of human capital investments and confirm their eligibility under the applicable offering exemption. 1.3 InsideRWA. The independent rating and intelligence platform that assigns an HCI score to the Issuer and maintains the HCA standard. InsideRWA is not a party to the economic relationship between Issuer and Backer and does not guarantee any return.

2.1 Token Structure. HCA tokens represent a fractional economic interest in the Issuer's defined income stream (the "Covered Income"), as specified in the Offering Document. Tokens are not debt instruments and do not create a fixed repayment obligation. 2.2 Patronage Tier (Stage 1). Prior to any income-share provisions becoming effective, Backers receive the Patronage Benefits specified in the Offering Document. Patronage Benefits may include access to content, advisory sessions, community membership, or other non-financial consideration. This tier is structured as a Reg CF subscription offering. 2.3 Upside Participation (Stage 2). When Covered Income exceeds the Baseline Income Threshold specified in the Offering Document, Backers receive the Participation Rate (expressed as a percentage of Covered Income above the threshold) for the Participation Period. The Participation Rate and Participation Period are set at the time of offering and may not be modified without Backer consent. 2.4 Alignment Provisions. The Participation Rate is capped at the Maximum Return Multiple specified in the Offering Document. If Covered Income falls below the Minimum Income Floor for two consecutive years, Participation is suspended until recovery. These provisions reflect the alignment model: Backers rise with the Issuer; they do not extract from a struggling one. 2.5 No Obligation Model. The HCA is explicitly not a loan, income-share agreement, or debt instrument. There is no personal guarantee, no default mechanism, and no recourse to the Issuer's assets. The Issuer's only obligation is accurate and timely reporting of Covered Income.

3.1 Annual Income Report. The Issuer shall provide a verified Annual Income Report within 90 days of each fiscal year end. The report shall include total Covered Income, calculation of Participation (if any), and a narrative update on career trajectory. 3.2 Material Change Disclosure. The Issuer shall disclose any material change in career status, income source, or professional representation within 30 days of the change. 3.3 InsideRWA Surveillance. InsideRWA will conduct quarterly HCI score surveillance and publish updated scores to the Marketplace. Score changes do not alter the economic terms of existing HCA agreements but are disclosed to Backers. 3.4 Canton Network Anchoring. All HCA token issuances are anchored to the Canton Network for on-chain proof of issuance, transfer record, and compliance audit trail.

4.1 Securities Law Compliance. HCA tokens are securities offered pursuant to an applicable exemption from SEC registration (Reg CF, Reg D 506(b), or Reg D 506(c)). The Offering Document specifies the applicable exemption and investor eligibility requirements. 4.2 Transfer Restrictions. HCA tokens are subject to a 12-month holding period from the date of purchase (Reg CF) or as specified in the Offering Document (Reg D). Secondary transfers are permitted only through compliant ATS platforms after the holding period. 4.3 Governing Law. This Agreement is governed by the laws of the State of Delaware. Any dispute shall be resolved by binding arbitration under JAMS rules. 4.4 Not a Consumer Credit Product. The HCA is not subject to the Truth in Lending Act, state usury laws, or consumer credit regulations. It is a securities offering. Backers are investors, not lenders.

Covered Income: The income streams specified in the Offering Document, which may include employment income, business revenue, royalties, speaking fees, or other specified sources. Covered Income excludes passive investment income, inheritance, and insurance proceeds unless specifically included. Baseline Income Threshold: The annual income level above which Participation begins. Set at the time of offering based on the Issuer's current income and career stage. Participation Rate: The percentage of Covered Income above the Baseline Income Threshold paid to Backers, expressed as an annual rate for the Participation Period. Participation Period: The number of years during which Participation is active. Typically 5–10 years from the date of first Participation payment. Maximum Return Multiple: The maximum total return (expressed as a multiple of the original investment) that Backers may receive over the life of the HCA. Caps total Backer returns and protects the Issuer from unlimited obligation. Minimum Income Floor: The annual income level below which Participation is suspended. Protects the Issuer during periods of hardship.