xOPAI — Product Disclaimer & Risk Disclosure

Important notice and risk disclosure

This document constitutes an important notice and risk disclosure regarding xOPAI and related products currently offered or facilitated by Paimon Finance and its affiliates. Please read this Notice in full before subscribing to, acquiring, holding, transferring, or transacting in xOPAI.

Nothing in this Notice is, or shall be construed as, investment, legal, tax, accounting, regulatory, or any other form of professional advice. This Notice is not an offer to sell, or a solicitation of an offer to buy, any security or financial instrument in any jurisdiction in which such offer or solicitation would be unlawful or unauthorized.

Order of precedence: in the event of any inconsistency between this Notice and any other Paimon communication — FAQs, Launchpad pages, marketing materials, social media content, statements by third-party promoters or community members, partner statements, or oral communications — this Notice shall control.

Particular attention is drawn to: the absence of any committed IPO timeline for OpenAI, the nature of the underlying interest as a profit participation unit rather than common stock, OpenAI's capped-profit structure, the structural transfer restrictions applicable to the underlying interest, and the ongoing evolution of OpenAI's corporate governance.

Nature of the instrument

xOPAI is currently structured to provide token holders with a contractual economic exposure to a fractional, indirect interest in the equity-like exposure to OpenAI held by a third-party venture capital special purpose vehicle (the "VC SPV"), accessed via Paimon Fund LP, a BVI Approved Fund.

The underlying interest held by the VC SPV currently consists of profit participation units ("PPUs") or equivalent contractual interests in the capped-profit limited partnership through which OpenAI's commercial activity is conducted. PPUs are not common stock and do not confer ownership of OpenAI, Inc. (the parent nonprofit) or of the operating limited partnership.

xOPAI does not represent direct ownership of OpenAI or of any OpenAI entity. Token holders are not limited partners of Paimon Fund LP and do not have any of the rights customarily afforded to limited partners. The Token is best characterized as a contractual derivative-equivalent of capped-profit equity-like exposure, not direct equity ownership.

NAV anchoring: OpenAI does not publicly disclose total PPU supply, so Paimon anchors token NAV to a valuation-percentage basis rather than an absolute share count. Token NAV is computed by NAV Consulting using the most recent primary/secondary valuation reference and adjusting for fund-level fees.

Rights NOT conferred on token holders

Token holders are expressly informed that they do NOT have any of the following rights:

• No voting, proxy, or governance rights in OpenAI, Inc., the OpenAI capped-profit limited partnership, any OpenAI affiliate, the VC SPV, or Paimon Fund LP
• No information rights with respect to OpenAI, Inc., the OpenAI capped-profit limited partnership, any OpenAI affiliate, other than NAV reports voluntarily published by Paimon (which may be discontinued or modified at Paimon's discretion)
• No direct legal claim against OpenAI, Inc., the OpenAI capped-profit limited partnership, any OpenAI affiliate, the VC SPV, any custodian, any service provider, or any affiliated party; claims are contractual and run solely against Paimon Fund LP and/or its general partner, subject to the limitations set out in this Notice
• No right to receive distributions directly; any distributions at SPV or Fund level flow through to NAV
• No right to mandatory redemption at any specified time or price, except as expressly provided in this Notice
• No right to participate directly in any tender offer, secondary window, valuation round, or corporate action affecting the underlying
• No fiduciary duty owed by Paimon to token holders

Redemption and liquidity mechanics

Important context: unlike a typical private-market product, OpenAI has no committed IPO timeline. OpenAI's publicly stated posture is that it does not plan to pursue a conventional initial public offering. Liquidity for the underlying PPU position is therefore expected to be event-driven rather than timeline-driven. Holders should plan on the basis that no traditional IPO-based liquidity event may ever occur.

Baseline expectation: no scheduled token-level redemption. Liquidity, where available, is primarily via secondary market trading on DEX and CEX venues. Paimon does not represent that secondary market liquidity will be available at any specific time, price, or depth.

Discretionary redemption windows. Paimon may, at its sole discretion, open occasional on-portal buyback or redemption windows funded by: proceeds from an OpenAI-organized tender offer in which the VC SPV is permitted to participate; proceeds from a primary or secondary valuation round; proceeds from a transaction on a third-party secondary marketplace; or proceeds from any future liquidity event affecting OpenAI's capped-profit structure.

Settlement currency: redemption to retail holders, where available, is always in stablecoin (USDC/USDT) at the then-prevailing NAV. In-kind delivery of PPUs or any OpenAI-related instrument is not offered under any path.

Liquidity event paths

• Secondary market — xOPAI is expected to continue trading on DEX and CEX venues. xOPAI may trade at a material discount or premium to NAV at any time; sustained discounts are possible if no near-term liquidity event is anticipated.
• Conversion to a partner tokenized exposure instrument, if and when available. The category of partner products includes those offered by leading tokenization platforms such as Ondo and xStocks; the specific partner, terms, and timing of any conversion are subject to bilateral arrangement, regulatory approval, and counterparty performance. Not guaranteed.
• Post-liquidity-event portal redemption, as described above.

Risk factors (selected)

Holders should carefully consider the following risks, which are not exhaustive. The materialization of any one or more of these risks may result in partial or total loss of capital.

• No-IPO baseline — OpenAI has no committed IPO timeline and has publicly indicated it does not plan a conventional IPO.
• Capped-profit ceiling — OpenAI's capped-profit structure imposes a contractual cap on returns to PPU holders. Returns in excess of the cap accrue to the OpenAI nonprofit.
• Governance and structural change — OpenAI's corporate structure has been subject to ongoing public discussion and may continue to evolve.
• AGI clause and similar provisions — OpenAI's foundational documents reportedly include provisions whereby the development of AGI may trigger changes to commercial arrangements or to the rights of PPU holders. Interpretation, scope, and application are materially uncertain.
• Microsoft commercial dependence — OpenAI's commercial activity is materially dependent on its relationship with Microsoft.
• Transfer restrictions and right of first refusal — PPUs are subject to contractual transfer restrictions, including potential ROFR in favor of OpenAI or affiliated parties.
• Regulatory scrutiny of the AI sector — the AI sector is subject to growing and uncertain regulatory attention worldwide.
• Discretionary liquidity, counterparty, custodian, smart contract, oracle, and valuation methodology risks.
• No deposit insurance, no investor protection scheme.

Structure and counterparties

• Issuer / sponsor: Paimon Finance, including PAIMON Limited (BVI) and Paimon Management Ltd
• Fund vehicle: Paimon Fund LP, a BVI Approved Fund
• Fund administrator: NAV Consulting (independent third-party administrator)
• Underlying asset holder: a third-party venture capital special purpose vehicle holding PPUs or equivalent contractual interests referencing OpenAI's capped-profit structure
• Independent audit: a Tier-1 Fund-level audit is planned for FY2026
• Oracle services: APRO signed; Chainlink integration in progress
• Transfer infrastructure: there is no broker-dealer custody equivalent for PPUs comparable to post-IPO equity custody for common stock; liquidity is event-driven rather than market-driven.

Paimon Global Unicorn Alliance (PGUA) — Status clarification

The Paimon Global Unicorn Alliance ("PGUA") is a brand term used by Paimon Finance to refer to its informal network of deal-sourcing counterparties.

PGUA is not an incorporated entity. It does not have legal personality, does not hold custody of any assets, does not issue securities or tokens, and is not a party to any agreement with token holders. All assets underlying the Token are held through the regulated structure described in the Structure and counterparties section.

Eligibility, restrictions, and sanctions

• The Token is offered subject to all applicable laws and regulations. Paimon does not offer or sell the Token to persons in jurisdictions where such offer or sale would be unlawful, or to U.S. persons or other restricted persons unless an applicable exemption is available.
• Restricted persons include, without limitation: persons subject to sanctions administered by the United States, United Kingdom, European Union, United Nations, or other relevant authorities; persons named on any applicable sanctions list (OFAC SDN, UK HMT, EU consolidated, UN consolidated); and persons engaged in money laundering, terrorist financing, or other illicit activity.
• The permissioned tier requires KYC and sanctions screening.
• Acquirers on secondary markets are deemed to have read and accepted this Notice and to have represented that they are not a restricted person.
• Paimon reserves the right to freeze, block, or refuse to interact with any wallet or holder identified as a restricted person.

Limitation of liability

To the maximum extent permitted by applicable law:

• Paimon and its affiliates, officers, directors, employees, agents, contractors, and service providers (the "Paimon Parties") shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages.
• The aggregate liability of the Paimon Parties to any holder shall not exceed the lesser of: (a) the amount paid by such holder to acquire the Tokens, and (b) the prevailing NAV of the Tokens held by such holder at the time the claim arose.
• Any claim must be brought within one (1) year of the event giving rise to it.
• Class actions waiver (to the extent permitted by BVI law): holders waive any right to participate in a class, collective, or representative action.

Relationship to OpenAI

Paimon Finance has no commercial, partnership, license, sponsorship, endorsement, or other relationship with OpenAI, Inc., the OpenAI capped-profit limited partnership, or any of their affiliates. The OpenAI name is used solely to identify the underlying economic exposure referenced by xOPAI, on a descriptive and nominative basis. No affiliation, endorsement, or authorization by OpenAI is implied or should be inferred. All trademarks remain the property of their respective owners.

Force majeure and regulatory disruption

Paimon shall not be liable for any failure to perform any obligation to the extent such failure results from events beyond Paimon's reasonable control, including:

• Acts of God, war, terrorism, civil disturbance, pandemic, or public emergency
• Regulatory or governmental action, including sanctions, court orders, or supervisory directives
• Failure or disruption of underlying SPV, Fund, custodian, oracle, blockchain network, or third-party service provider
• Cyber attack, key compromise, or infrastructure failure
• Material market disruption affecting underlying valuation references or settlement infrastructure

Governing law and updates

This Notice is governed by the laws of the British Virgin Islands, without regard to conflict-of-laws principles. Disputes shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands.

Paimon may update this Notice from time to time. Continued holding of xOPAI following an update constitutes acceptance of the updated Notice.