MNPI Acknowledgment

This Material Non-Public Information (MNPI) Acknowledgment for Terac Inc. (doing business as Terac) ("we," "us," or "our") applies to all participants, panelists, researchers, and advisors using the Terac platform. This acknowledgment supplements our Terms of Service and Privacy Policy.

If you have questions about this policy, contact us at compliance@terac.com.

Table of Contents

1. Purpose
2. What Is MNPI?
3. What Makes Information Material?
4. What Makes Information Non-Public?
5. Your Obligations
6. Consequences of MNPI Violations
7. Impact on Research Participants
8. Impact on Researchers
9. Safeguards on the Terac Platform
10. Reporting Concerns
11. Relationship to Other Agreements
12. Changes to This Acknowledgment
13. Contact Us

1. Purpose

Terac facilitates research interviews between organizations and participants. During these interactions, participants may have access to information about publicly traded companies through their employment, affiliations, or professional experience. This acknowledgment ensures all parties understand their obligations regarding Material Non-Public Information.

By using the Terac platform, you acknowledge that you understand the rules and restrictions regarding MNPI and agree to comply with all applicable securities laws.

2. What Is MNPI?

Material Non-Public Information (MNPI) is information that:

1. Relates to publicly traded securities — It concerns a company whose securities (stocks, bonds, options, etc.) are traded on a public exchange, or could affect the price of such securities.
2. Is not publicly available — It has not been disseminated broadly to the general public through official channels such as press releases, SEC filings, or public announcements.
3. Would be considered important by a reasonable investor — A reasonable investor would consider the information significant when making an investment decision.

3. What Makes Information Material?

Information is generally considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Examples of material information include, but are not limited to:

• Earnings results, estimates, or guidance (before public release)
• Revenue figures or significant changes in financial performance
• Dividend changes or stock splits
• Significant merger, acquisition, or divestiture proposals
• Major new products, services, or contracts
• Significant litigation, regulatory investigations, or government inquiries
• Changes in senior management or the board of directors
• Cybersecurity breaches or significant data incidents
• Significant changes in business strategy or operations
• Supply chain disruptions or major operational changes
• Pending regulatory approvals or denials (e.g., FDA decisions)

When in doubt, assume information is material.

4. What Makes Information Non-Public?

Information is considered "non-public" until it has been effectively disseminated to the investing public. Information is NOT considered public simply because:

• It was shared in a private meeting, interview, or conversation
• A small number of analysts or investors know about it
• It is available on a non-public internal system or intranet
• Rumors about the information exist in the market
• It was shared informally or "off the record"

Information generally becomes "public" only after it has been:

• Filed with the SEC or equivalent regulatory body
• Published in a press release through a major news wire
• Included in a publicly available company filing or report
• Broadly disseminated through established public channels

Even after public disclosure, a reasonable period must pass for the market to absorb the information before it is considered fully public.

5. Your Obligations

For All Platform Users

All users of the Terac platform must:

• Never disclose MNPI during research interviews, conversations, surveys, or any interactions on the platform
• Never seek to obtain MNPI from other participants, researchers, or any other party through the platform
• Never trade on MNPI obtained through the platform or any other source
• Never "tip" others — do not share MNPI with anyone who might trade on it, directly or indirectly
• Decline to answer questions that would require you to disclose MNPI, even if asked directly during a research interview
• Notify Terac immediately if you believe MNPI has been disclosed during an interaction on the platform

For Panelists and Research Participants

As a participant in research studies on Terac, you must:

• Understand that your knowledge from your employer, clients, or professional relationships may include MNPI
• Refuse to answer any question that would require disclosing MNPI, regardless of how the question is framed
• Not share non-public details about your employer's financial performance, pending deals, product launches, or strategic decisions
• Alert the Terac moderator or end the interview if you feel pressured to disclose MNPI
• Recognize that agreeing to participate in a research study does not waive your legal obligations regarding MNPI

For Researchers and Organizations

As a researcher or organization using Terac, you must:

• Design research questions that do not seek MNPI from participants
• Never ask participants to disclose confidential information about their employers or clients
• Train your team on MNPI restrictions before conducting research
• Immediately cease a line of questioning if a participant indicates they cannot answer due to confidentiality or MNPI concerns
• Not attempt to circumvent MNPI restrictions through indirect or hypothetical questions designed to elicit material information
• Implement appropriate compliance controls within your organization regarding any information gathered through the platform

6. Consequences of MNPI Violations

Legal Consequences

Insider trading and tipping violations are serious offenses. In most jurisdictions, consequences may include:

• Criminal penalties — Fines and imprisonment under federal securities laws (e.g., up to 20 years imprisonment and $5 million in fines for individuals under U.S. law)
• Civil penalties — The SEC can seek disgorgement of profits and penalties of up to three times the profit gained or loss avoided
• Regulatory sanctions — Industry bars, suspensions, and other administrative actions
• Private lawsuits — Civil liability to investors who traded on the other side of an insider transaction

These consequences apply to both the person who discloses MNPI ("tipper") and the person who receives and trades on it ("tippee").

Platform Consequences

Violations of this MNPI policy on the Terac platform may result in:

• Immediate termination of your account
• Forfeiture of any pending compensation or payouts
• Reporting to relevant regulatory authorities
• Permanent ban from the Terac platform
• Pursuit of legal remedies for any damages caused

7. Impact on Research Participants

If you receive MNPI during a research interaction on Terac, you should be aware that:

• You may be restricted from trading in the securities of the company to which the information relates until the information becomes public
• You may need to implement compliance procedures if you are a professional investor or work at a financial institution
• You have an obligation not to share the MNPI with others, including colleagues, friends, or family members
• You should document the incident and consult with your compliance department or legal counsel

8. Impact on Researchers

If MNPI is inadvertently disclosed during a research session you are conducting:

• Stop the line of questioning immediately and note what occurred
• Do not use the information for any investment decisions or share it within your organization beyond compliance personnel
• Notify Terac at compliance@terac.com so we can take appropriate steps
• Consult your compliance team to determine whether additional measures are required, such as implementing information barriers or trading restrictions
• Preserve records of the interaction for potential regulatory review

9. Safeguards on the Terac Platform

Terac implements the following safeguards to help prevent MNPI disclosure:

• AI-moderated interviews — Our AI interview agent is designed to avoid questions that seek MNPI and can detect potential MNPI disclosure patterns
• Research guide review — Research guides and interview scripts are reviewed to ensure questions do not seek material non-public information
• Participant screening — Participants are informed of MNPI restrictions before joining research studies
• Compliance monitoring — We monitor platform interactions for potential MNPI concerns
• Incident response — We have procedures to address and remediate any MNPI disclosures that occur on the platform

While these safeguards reduce risk, they do not eliminate individual responsibility. All users remain personally responsible for ensuring they do not disclose or seek MNPI.

10. Reporting Concerns

If you believe that MNPI has been disclosed, solicited, or misused on the Terac platform, report it immediately:

• Email: compliance@terac.com
• Subject line: "MNPI Concern"

Include as much detail as possible:

• The date and time of the interaction
• The study or interview involved
• A description of the information disclosed or requested
• Any other relevant context

All reports will be treated confidentially and investigated promptly. Terac will not retaliate against any user who reports an MNPI concern in good faith.

11. Relationship to Other Agreements

This MNPI Acknowledgment supplements and does not replace:

• Our Terms of Service, which govern your use of the Terac platform
• Our Privacy Policy and GDPR Privacy Notice, which govern how we handle personal data
• Our Opportunity Policy, which defines allowed and prohibited activities
• Any confidentiality or non-disclosure agreements between you and your employer
• Any compliance policies of your organization
• All applicable federal, state, and international securities laws and regulations

In the event of a conflict between this acknowledgment and applicable law, applicable law controls.

12. Changes to This Acknowledgment

We may update this MNPI Acknowledgment from time to time. When we make material changes, we will:

• Update the "Last Updated" date at the top of this page
• Notify affected users by email or prominent notice on our platform
• Require re-acknowledgment where appropriate

13. Contact Us

If you have questions about this MNPI Acknowledgment or need guidance on whether specific information constitutes MNPI, contact us:

Terac Inc. 149 New Montgomery St San Francisco, CA 94105 United States

Compliance: compliance@terac.com

Important: Terac does not provide legal advice. If you have specific questions about your obligations under securities laws, consult with a qualified attorney or your organization's compliance department.