xSPCX Terms of Use

Key defined terms

• "Issuer" or "Paimon" — PAIMON LIMITED, a BVI Business Company (Co. No. 2159198) with registered office at Keyway Chambers, 3rd Fl, Quastisky Bldg, Road Town, Tortola, British Virgin Islands.
• "xSPCX" or "Token" — the closed-ended Tracker Certificate issued by the Issuer, tokenized as Swiss-law ledger-based securities (Registerwertrechte under Art. 973d ff. CO) and represented on BNB Smart Chain as BEP-20 tokens.
• "Holder" or "You" — any person who acquires, holds, or transfers xSPCX.
• "Attributable Position" — the portion of Paimon Fund LP's exposure to the upstream feeder vehicle that is economically attributable to the SpaceX Reference Shares (5,063 shares of SpaceX Class A common stock). Specific upstream entity identities are subject to confidentiality undertakings with the relevant counterparties and are disclosed only as required by applicable law or regulatory order.
• "Liquidity Realisation Event" — any sale, redemption, withdrawal, liquidation, monetisation, distribution, transfer, or other resolution of all or part of the Attributable Position.
• "Limited Recourse Pool" — the assets, rights, claims, cash, proceeds, recoveries, and other amounts actually held by or for the Issuer and attributable to the Attributable Position, after deductions.
• "U.S. person" — as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended.
• "Restricted Jurisdiction" — the United States, jurisdictions on the OFAC sanctions list (Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Luhansk, and other jurisdictions as updated), and any other jurisdiction specified by the Issuer.

Continuing nature

Each representation is given on the date you acquire xSPCX and on each subsequent date you hold xSPCX. If any representation becomes untrue, you must immediately notify the Issuer at support@paimon.finance and stop transferring or acquiring further xSPCX.

4.1 No ordinary redemption prior to a Liquidity Realisation Event

xSPCX is not redeemable on an ordinary basis prior to the completion of a SpaceX initial public offering or other resolution of the Attributable Position. There is no token-level on-demand liquidity, no daily or periodic redemption window, and no standing repurchase offer from the Issuer.

4.2 Upstream lock-up and timing of redemption

The SpaceX Reference Shares held upstream in the Attributable Position are subject to a post-IPO lock-up period of approximately six (6) months following the completion of a SpaceX initial public offering, reflecting standard underwriter / company lock-up arrangements and applicable SEC Rule 144 holding-period requirements (the "Upstream Lock-Up"). The Upstream Lock-Up may be longer than six months depending on the specific terms of the SpaceX IPO and applicable securities-law restrictions.

The timing at which the Issuer opens a redemption or conversion window for xSPCX Holders depends on when the upstream investment chain is able to lawfully distribute or otherwise resolve the Attributable Position. The upstream chain includes Paimon Fund LP and one or more upstream feeder and portfolio vehicles whose specific identities are subject to confidentiality undertakings with the relevant counterparties. The Issuer is actively working to source liquidity within the constraints of the upstream chain — this is an active management posture, not passive waiting for unlock.

It is the Issuer's current expectation that, approximately six (6) months after the completion of a SpaceX IPO (and subject to the Upstream Lock-Up release and other upstream conditions), the Issuer will open a conversion window for xSPCX Holders into one or more regulated public-equity tokenized products — primarily xStocks, Ondo Finance, and similar licensed tokenized-stock platforms. This expectation is the Issuer's planning baseline, not a contractual guarantee. The opening of the conversion window may be delayed, brought forward, or replaced with an alternative resolution mechanism, depending on factors including:

• Actual occurrence and timing of a SpaceX IPO event.
• The Upstream Lock-Up release timing and any extension or modification of post-IPO restrictions.
• Resolution of the Attributable Position at the upstream fund layers, including side-pocket release, manager consent, and distribution waterfall.
• Operational readiness of the conversion counterparty platforms (xStocks, Ondo, or other regulated tokenized-stock issuers).
• Applicable regulatory approvals or non-objections at the Issuer level and at the conversion-counterparty level.

4.3 Default redemption settlement form

Unless the Issuer determines and announces otherwise prior to the opening of the redemption / conversion window, the default settlement form is stablecoin (USDC or such other widely-accepted U.S. dollar-pegged stablecoin as the Issuer reasonably selects) at the then-current Attributable Net Proceeds per xSPCX. Cash distribution to a fiat bank account is not the default settlement method.

4.4 Conversion into tokenized public-equity products

At the opening of the redemption / conversion window, the Issuer expects to make available, in addition to the default stablecoin settlement, conversion options into tokenized SPCX-equivalent products issued by:

• xStocks (or its then-current operating entity), as a primary expected conversion counterparty.
• Ondo Finance (or its then-current operating entity), as a primary expected conversion counterparty.
• Other regulated tokenized-stock platforms with which the Issuer has by then established a redemption channel.

The availability of any specific conversion counterparty is subject to the counterparty's commercial terms, operational readiness, regulatory approvals, and willingness to accept the conversion volume at the time the window opens. The Issuer is actively building these conversion channels, but cannot unilaterally guarantee any specific counterparty availability. If no conversion counterparty is available at the time of the window, settlement will occur in the default form (stablecoin).

4.5 Issuer call option

If a Termination Event occurs (as defined in the Product Specification), the Issuer may terminate all outstanding xSPCX at a Termination Date of its choice, with at least 30 Business Days' prior notice to Holders. Termination amount may be materially lower than the issue price or the most recent Indicative Reference Value.

4.6 Long-stop term

xSPCX has a long-stop term ending no later than ten years from the closing of the relevant upstream feeder vehicle (approximately April 17, 2036), subject to valid extension.

5.1 Investment risk

• Total loss is possible. The value of xSPCX may decrease to zero. There is no guarantee of return of principal, return on investment, or any specific timeline.
• Private-market exposure. The Attributable Position is illiquid, lacks daily market pricing, and is subject to the operational, governance, and credit conditions of the upstream chain.
• Valuation uncertainty. Any Indicative Reference Value published by the Issuer is informational only and may differ materially from final realisation proceeds.

5.2 Structural risk

• Multi-layer upstream chain. xSPCX depends on the continued operation and solvency of Paimon Fund LP and one or more upstream feeder and portfolio vehicles (whose identities are subject to confidentiality undertakings), as well as the underlying SpaceX position.
• Issuer credit risk. You bear the risk of Issuer insolvency, mismanagement, or operational failure.
• Limited recourse. Your claim is strictly limited to the Limited Recourse Pool. You have no recourse against other Paimon assets, against directors or officers, or against upstream funds.

5.3 SpaceX-specific risk

• No SpaceX IPO is guaranteed. SpaceX has filed a confidential S-1, but the IPO may be delayed, withdrawn, or restructured.
• SpaceX may publicly disavow tokenized exposure products.
• Lock-up risk. Post-IPO SEC Rule 144 and underwriter lock-up requirements may delay the resolution of the Attributable Position.

5.4 Regulatory and legal risk

• Tokenized pre-IPO products operate in a developing regulatory landscape. Future laws, regulations, or enforcement actions may adversely affect the issuance, holding, transfer, or redemption of xSPCX.
• The Issuer has applied to ADGM FSRA for xSPCX to be deemed a Security under FSMR. Such application may be denied, conditioned, or withdrawn. The ADGM Nest Exchange listing application may be denied or delayed.
• Tax treatment is uncertain and depends on your jurisdiction. You are solely responsible for determining the tax consequences.

5.5 Technology and operational risk

• Blockchain risk. xSPCX is represented on BNB Smart Chain. Risks include smart-contract bugs, chain reorganizations, validator failures, MEV exposure, gas-price volatility, and protocol-level forks.
• Wallet and key custody risk. Loss, theft, hacking, or compromise of your wallet, private keys, or seed phrases will result in irreversible loss of xSPCX.
• Bridge and DEX risk. Acquiring or trading xSPCX on PancakeSwap or any other DEX exposes you to smart-contract risk, impermanent loss (for LP positions), oracle risk, and exploit risk.

5.6 Liquidity risk

• Secondary market liquidity for xSPCX may be thin, intermittent, or absent. You may not be able to exit your position at a price reflecting the underlying value.
• The Issuer does not commit to make a market, maintain a price floor, or provide liquidity at any specific level.

6.1 Restrictions on transfer

You may not transfer xSPCX (whether by sale, gift, secondary trading, on-chain transfer, or any other means) to any person who:

• Is a U.S. person, is located in the United States, or is acting for the account or benefit of a U.S. person.
• Is located in, organized in, or a resident of any Restricted Jurisdiction.
• Has not represented and warranted, on a continuing basis, the eligibility representations required of Holders.
• Is included on any sanctions list maintained by OFAC, the UN, the EU, the UK, Switzerland, or any other relevant authority.

6.2 Deemed representations on transfer

By acquiring xSPCX in a secondary transaction (including on PancakeSwap), you are deemed to make the eligibility representations in Section 2 of these Terms. If you cannot or do not make those representations, you must not acquire xSPCX.

6.3 Sanctions and AML

You authorize the Issuer and its service providers to conduct ongoing screening of your wallet addresses and identity against applicable sanctions lists, politically exposed person (PEP) databases, and adverse media databases. The Issuer may freeze, restrict, refuse, reverse, or claw back xSPCX positions or transactions where required by applicable law, sanctions obligations, court order, or regulatory request.

7.1 No warranties

XSPCX, THE PAIMON PLATFORM, THE PAIMON WEBSITE, ANY DOCUMENTATION, THE SMART CONTRACTS, THE API, AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ISSUER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF INFORMATION, UNINTERRUPTED OPERATION, ERROR-FREE PERFORMANCE, SECURITY, OR COMPATIBILITY.

7.2 No advice

Nothing in any Paimon documentation, the Paimon website, Paimon social media (including @Paimon_Finance), or any third-party communication relating to Paimon, constitutes legal, tax, financial, accounting, regulatory, or investment advice. You are solely responsible for your own decision to acquire, hold, transfer, or dispose of xSPCX. You should consult your own qualified advisors.

7.3 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ISSUER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, ADVISORS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, punitive, or exemplary damages.
• Any loss of profit, opportunity, revenue, business, data, goodwill, or anticipated savings.
• Any loss arising from market movements, price volatility, or changes in valuation of the SpaceX Reference Shares or the Attributable Position.
• Any loss arising from delayed, failed, suspended, or modified redemption.
• Any loss arising from blockchain operation, smart-contract bugs, wallet compromise, third-party platform actions, or DEX-related risk.
• Any loss arising from your reliance on Indicative Reference Values, marketing communications, FAQ content, or other informational materials.
• Any loss arising from regulatory action, governmental orders, or third-party legal action.

To the maximum extent permitted by applicable law, the aggregate liability of the Issuer to any Holder arising out of or relating to xSPCX, these Terms, or any related matter shall not exceed the amount actually paid by such Holder to the Issuer for the xSPCX directly held by them at the time the claim arises.

7.4 Indemnification

You agree to indemnify, defend, and hold harmless the Issuer and its directors, officers, employees, affiliates, agents, contractors, advisors, licensors, and service providers from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of: (a) your breach of these Terms; (b) your breach of any representation, warranty, or undertaking; (c) your acquisition, holding, transfer, or disposition of xSPCX in violation of applicable law or these Terms; (d) your tax obligations; or (e) any third-party claim arising from your conduct relating to xSPCX.

8.1 Limited recourse

Any amount payable by the Issuer in respect of xSPCX is limited to the lesser of (a) the amount otherwise payable in respect of xSPCX and (b) the amount actually received or recovered by or for the account of the Issuer in respect of the Limited Recourse Pool. All payments are satisfied solely by recourse to the Limited Recourse Pool. If the amount otherwise due exceeds the Limited Recourse Pool, the right of any Holder to claim payment of that excess is extinguished.

8.2 Non-petition

To the maximum extent permitted by applicable law, no Holder is entitled, by reason only of any claim in respect of xSPCX, to institute against or join any other person in instituting against the Issuer any bankruptcy, winding-up, reorganisation, arrangement, insolvency, liquidation, or analogous proceeding, for so long as any xSPCX remains outstanding or until one year and one day has elapsed since the last day on which any xSPCX remained outstanding.

8.3 No further recourse

No Holder has any recourse, by reason only of holding xSPCX, to (a) any asset of the Issuer other than the Limited Recourse Pool, (b) any director, officer, employee, or Affiliate of the Issuer or any of their respective assets, or (c) any upstream vehicle, fund, manager, custodian, or other person in the investment chain.

8.4 No set-off

No Holder is entitled to set off or net any claim in respect of xSPCX against any claim or obligation that the Issuer may have or assert against that Holder.

8.5 Subordination

Claims of Holders in respect of xSPCX are contractually subordinated such that they may only be satisfied after the full and final discharge of all present and future unsubordinated creditors of the Issuer, in each case to the maximum extent permitted by applicable law.

9.1 Governing law

These Terms, the product terms of xSPCX, the Token-Holder relationship, and the Token/Register mechanics are governed by the substantive laws of Switzerland, excluding conflict-of-laws principles and the UN Convention on Contracts for the International Sale of Goods. Matters of Issuer corporate authority and capacity may be governed by the laws of the British Virgin Islands.

9.2 Mandatory mediation

Any dispute, controversy, or claim arising out of or in relation to these Terms, xSPCX, or any related matter (a "Dispute") shall first be submitted to good-faith mediation. The parties shall attempt to resolve the Dispute through mediation administered by the Swiss Arbitration Centre or another mutually-acceptable mediator, for a period of not less than thirty (30) days from written notice of the Dispute, before commencing arbitration.

9.3 Binding arbitration

If mediation does not resolve the Dispute within thirty (30) days, the Dispute shall be finally resolved by binding arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date the Notice of Arbitration is submitted. The seat of arbitration shall be Zurich, Switzerland. The number of arbitrators shall be one, unless the amount in dispute exceeds USD 5,000,000, in which case three arbitrators shall be appointed. The arbitral proceedings shall be conducted in English. The arbitral award shall be final and binding.

9.4 Class action waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE ISSUER EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, MASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

9.5 Jury trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE ISSUER WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS, XSPCX, OR ANY RELATED MATTER.

9.6 Time limit

Any Dispute must be commenced within one (1) year after the cause of action arises. Otherwise, such Dispute is permanently barred.

10.1 Indicative Reference Value

The Issuer may, from time to time, publish an Indicative Reference Value or comparable informational valuation indication through the official Paimon website, the relevant token portal, or other designated channel. Any Indicative Reference Value is informational only, is not audited unless expressly stated otherwise, may be based on stale or delayed upstream data, may differ materially from any official upstream valuation, and may differ materially from final realisation proceeds. No Indicative Reference Value creates a Holder redemption right, a standing repurchase price, or a dealing price for secondary transfers.

10.2 No separate upstream information rights

No Holder of xSPCX has any separate right to receive information from the upstream chain, including from any upstream feeder vehicle, portfolio vehicle, fund, manager, custodian, broker, or related person. The Issuer is not required to disclose any information the disclosure of which would violate applicable law, confidentiality obligations to upstream counterparties, contractual restrictions, or legitimate operational-security requirements.

10.3 Material event notices

The Issuer will use commercially reasonable efforts to notify Holders of material events affecting xSPCX, including: any Liquidity Realisation Event, the opening or closing of a redemption / conversion window, any Termination Event or exercise of the Issuer Call Option, material amendments to the Product Specification or these Terms, and material changes to the upstream chain that the Issuer is permitted to disclose. Notices may be given by any of the means described in Section 14.2.

11.1 Holder tax responsibility

You are solely responsible for determining the tax treatment of acquiring, holding, transferring, receiving distributions on, redeeming, converting, and disposing of xSPCX under the laws of all jurisdictions to which you may be subject. The Issuer does not provide tax advice, does not represent that any particular tax treatment is available, and makes no representation as to the tax classification of xSPCX in any jurisdiction.

11.2 Withholding and information reporting

The Issuer may be required, under applicable law, to withhold taxes from distributions to Holders, to collect tax-related information and documentation (including but not limited to U.S. tax forms, FATCA / CRS self-certifications, and tax-residency declarations), and to report information about Holders to relevant tax authorities. The Issuer may condition the receipt of any distribution, redemption proceeds, or conversion right on the provision of required tax documentation. Failure to provide such documentation may result in: withholding at higher rates, delayed or forfeited distributions, or other adverse tax consequences for which the Issuer bears no responsibility.

11.3 No tax gross-up

The Issuer is not obligated to gross up any distribution or payment to compensate for any withholding tax, transaction tax, or other tax burden, unless expressly required by applicable law. All amounts paid to Holders are net of any such required deductions.

12.1 Data collection

In connection with subscription, KYC, sanctions screening, ongoing eligibility verification, and other compliance procedures, the Issuer (directly or through service providers) collects personal information from Holders, including but not limited to: identity-verification data, jurisdiction information, wallet addresses, transaction history, source-of-funds documentation, and tax-residency information. The Issuer processes this information for compliance, operational, and legal purposes.

12.2 On-chain transparency

xSPCX is recorded on a public blockchain (BNB Smart Chain). Transaction history, wallet addresses, and token balances are publicly visible to anyone with access to the blockchain. You acknowledge that pseudonymous on-chain activity may, in some circumstances, be linkable to your real-world identity through chain analysis, your own disclosures, or third-party data sources. The Issuer is not responsible for, and has no control over, the public visibility of on-chain data.

12.3 Information sharing

The Issuer may share Holder information with: service providers acting on the Issuer's behalf (KYC providers, blockchain analytics, legal advisors, auditors, technical operators), affiliates within the Paimon corporate group, governmental authorities and regulators as required by applicable law, court order, or regulatory request, counterparties in the upstream chain to the extent required to administer the product, and successors or assignees in connection with a sale or reorganization of the Issuer's business. The Issuer will handle such sharing in accordance with applicable data-protection laws.

12.4 Retention

The Issuer retains Holder information for as long as required by applicable law, regulation, and the Issuer's own record-keeping policies, which may extend for several years beyond your last interaction with the product.

13.1 Temporary suspension

The Issuer may temporarily suspend subscription, redemption, conversion, transfer, or other functionality in respect of xSPCX in circumstances including: a material technology failure or smart-contract issue, a security breach or suspected exploit, a chain disruption, a sanctions screening match or law-enforcement freeze request, a regulatory order or non-objection requirement, a material upstream chain disruption, or any other circumstance the Issuer reasonably determines requires suspension to protect Holders, the Issuer, or the integrity of the product.

13.2 Notification of suspension

The Issuer will use commercially reasonable efforts to notify Holders of any suspension by the means described in Section 14.2 (Notices). Notifications may be delayed where required by law, regulatory request, or security considerations.

13.3 No liability for suspension

The Issuer is not liable for any losses, costs, or damages arising from a suspension undertaken in good faith and consistent with this Section 13.

14.1 Amendments

The Issuer may amend these Terms at any time by posting an updated version on the official Paimon website and providing reasonable notice to Holders. Your continued holding of xSPCX after the amendment date constitutes acceptance of the amended Terms. If you do not accept amendments, you must dispose of your xSPCX holdings within the period specified at amendment.

14.2 Notices

Notices to Holders may be given by publication on the Paimon website, on-chain notification, social media (including @Paimon_Finance), or email. Notices to the Issuer must be sent to support@paimon.finance.

14.3 No partnership

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and the Issuer.

14.4 Severability

If any provision of these Terms is held to be unlawful, invalid, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

14.5 Entire agreement

These Terms, together with the Product Specification, the FAQ, and any subscription documentation, constitute the entire agreement between you and the Issuer relating to xSPCX.

14.6 Assignment

The Issuer may assign these Terms or any of its rights and obligations to any affiliate, successor, or any acquirer of substantially all of its business or assets relating to xSPCX. You may not assign your rights without the Issuer's prior written consent, save by transfer of xSPCX itself in accordance with these Terms.

14.7 Force majeure

The Issuer is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including: acts of God, war, terrorism, pandemic, government action, regulatory order, sanctions, network outage, smart-contract failure, blockchain disruption, or upstream chain disruption.

14.8 Contact

PAIMON LIMITED

Keyway Chambers, 3rd Fl, Quastisky Bldg, Road Town, Tortola, British Virgin Islands

Email: support@paimon.finance

Web: paimon.finance

Twitter: @Paimon_Finance