Important Notice
This Product is a high-risk, illiquid tokenized interest product relating to private markets. Users may lose all of their subscription funds.
Under this Agreement, LBank provides only the agreed services, including product information display, non-exclusive distribution, order aggregation, fund remittance, ledger maintenance, custody and related platform services. LBank does not subscribe for the Product using its own funds, underwrite the Product or guarantee any minimum sales volume. LBank makes no guarantee regarding Paimon, the Target Company, the Product’s valuation, any IPO, repurchase or investment returns.
This Agreement is entered into electronically between:
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Party A (Platform / Distribution Service Provider): LBank
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Party B (User / Investor): The individual or entity that electronically accepts this Agreement and submits a subscription order for a Pre-IPO Product through an LBank account (the “User”).
Recitals
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LBank cooperates with 【Paimon contracting entity】 (collectively referred to below as “Paimon” or the “Relevant Entity”) in the distribution of Pre-IPO Products. Paimon or its designated fund, special purpose vehicle (“SPV”) or affiliate actually holds or controls Pre-IPO shares, SPV interests or other economic interests relating to the Target Company and provides corresponding tokenized or book-entry investment interests to end investors under its Product Documents.
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The User intends to subscribe through LBank for a Pre-IPO Product relating to a privately held company. Upon Paimon’s acceptance of the subscription, the User will be identified as the ultimate Subscriber and/or Beneficial Holder of the Product in accordance with the Paimon Product Documents.
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LBank does not hold the Target Company’s Pre-IPO shares or Paimon Products as principal. LBank only aggregates orders based on Users’ actual subscription amounts and remits the corresponding funds and subscription instructions to Paimon.
Product Terms
Article 1 — Definitions and Interpretation
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“Target Company” means Kalshi Inc. or another privately held Pre-IPO company expressly identified on the order confirmation page.
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“Pre-IPO Product” or “Product” means a tokenized or book-entry product designed, issued, managed or provided by the Relevant Entity and linked to Pre-IPO shares, SPV interests or related economic returns of the Target Company. Unless expressly provided otherwise in the Relevant Entity’s Product Documents, holding the Product does not constitute direct ownership of shares in the Target Company.
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“Relevant Entity’s Product Documents” means the subscription agreements, offering documents, terms, risk disclosures, Token documents, SPV documents, valuation policies, repurchase rules and subsequent amendments provided by the Relevant Entity to the User, LBank or the public and applicable to the Product.
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“Beneficial Holder” means a User identified and recorded as the ultimate holder of the Product’s economic interests under the Relevant Entity’s Product Documents.
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“Closing Date” means the date on which the Relevant Entity completes closing for the relevant User’s subscription and confirms to LBank that the corresponding Product interests have been established for that User. For Unlock Mode, this is generally the date on which the relevant Tokens are transferred to LBank’s designated system custody address and the corresponding allocation records are completed. For Lock Mode, this is generally the date on which the Relevant Entity completes book-entry registration and confirms it to LBank. Subsequent secondary trading or changes in the ultimate holder of Unlock Tokens do not constitute a new Paimon closing or change the original Closing Date.
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“IPO Event” means the completion of the Target Company’s initial public offering and the commencement of public trading.
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“Repurchase Window” means an arrangement opened by the Relevant Entity under its product mechanism for eligible Users to submit repurchase requests, if the Relevant Entity decides to offer a repurchase after twelve (12) months have elapsed from the Closing Date of the relevant Product tranche and no IPO Event or other agreed exit event has occurred. For Unlock Mode, the “Closing Date” means the initial Paimon Closing Date of the underlying Product tranche corresponding to the relevant Tokens. The relevant period runs from that date and does not restart following secondary trading or a change of holder.
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“Latest Valuation” means the valuation of the Target Company or relevant underlying interests independently determined by the Relevant Entity when the Repurchase Window opens. The valuation may take into account the latest financing round, secondary transactions, third-party valuations or other information, subject to the Relevant Entity’s determination at that time.
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“Lock Mode” means that Product interests may not be actively traded, transferred or withdrawn through LBank or any other channel during the lock-up period. Exit is available only through an IPO, repurchase or another permitted exit event in accordance with the Lock Mode Supplemental Agreement and the Relevant Entity’s Product Documents.
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“Unlock Mode” means that, after the relevant Tokens are delivered to LBank’s designated system custody address, LBank records Users’ holdings in its Internal Ledger and permits eligible Users to trade those Tokens only in the spot market within LBank, in accordance with the Unlock Mode Supplemental Agreement. Token deposits, withdrawals and transfers outside LBank are not available to Users.
Article 2 — Roles of LBank and Paimon; Legal Relationship
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LBank acts as a non-exclusive distributor and platform service provider under this Agreement. LBank may display product information supplied by the Relevant Entity or compiled following verification, receive Users’ subscription instructions, aggregate subscription amounts and provide custody, platform trading, settlement and exit instruction transmission services according to the selected mode. LBank does not subscribe for or underwrite the Product using its own funds.
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Upon acceptance of the subscription by the Relevant Entity, the User shall be identified as the ultimate Subscriber and/or Beneficial Holder of the Product. The User’s substantive investment rights, repurchase rights, conversion rights and other rights and obligations in relation to the Relevant Entity are based on the Relevant Entity’s Product Documents and Paimon’s records of the User’s interests.
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Except where LBank itself breaches this Agreement, the Relevant Entity and its funds, SPVs, custodians, managers, underlying sellers and other third parties are not agents of LBank. LBank does not guarantee, secure or otherwise backstop the Relevant Entity’s performance of any repurchase, conversion, redemption, closing or other obligation.
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Holding the Product does not automatically make the User a registered shareholder of the Target Company or confer voting, information, dividend, inspection or other shareholder rights under company law.
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LBank is not the User’s investment adviser, discretionary asset manager or tax adviser. Product pages, research materials, valuation information and historical trading data do not constitute personalized investment advice.
Article 3 — Subscription Process, Formation and Fund Flows
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Before subscribing, the User shall read this Agreement, the supplemental agreement for the selected mode, the order confirmation page, the Paimon Product Documents and applicable risk disclosures, and independently assess their eligibility and ability to bear the risks.
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Submitting a subscription order and transferring funds through LBank constitute only an application to subscribe to Paimon. Whether the subscription is finalized depends on Paimon’s acceptance, completion of KYC/AML and investor eligibility checks, and completion of closing.
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LBank may aggregate multiple Users’ subscription instructions and funds for submission to Paimon as required for technical or settlement purposes. LBank will maintain internal records distinguishing each User’s subscription amount and interests. Aggregated submission does not change the User’s status as the ultimate Subscriber / Beneficial Holder.
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LBank holds such funds only for the period reasonably required for aggregation, anti-money laundering checks, settlement and remittance. Such funds shall not be treated as LBank’s proprietary investment funds.
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If a subscription is rejected in whole or in part, the final allocation is insufficient, the Product is cancelled or the subscription cannot be completed for compliance reasons, LBank will return the unallocated funds to the User’s LBank account within a reasonable period. Unavoidable blockchain gas fees, bank charges, stablecoin conversion costs and third-party settlement fees may be deducted at actual cost. Unless expressly disclosed otherwise, funds awaiting settlement do not accrue interest.
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Once LBank has submitted irrevocable aggregated subscription instructions to Paimon, the User may not unilaterally withdraw the subscription unless expressly permitted by the Paimon Product Documents or applicable law.
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The subscription price, Product quantity, fees, currency, deadline, allocation results and other transaction details are subject to the order confirmation page and final settlement records.
Article 4 — Closing, Registration of Interests, Token Custody and Internal Ledger
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LBank records each ultimate User’s Product interests and holdings in its Internal Ledger based on the User’s actual subscriptions, trades and settlements.
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Under Lock Mode, the relevant Product Tokens or interests are, in principle, registered on an aggregated basis in the Relevant Entity’s system. LBank records each User’s corresponding quantity or value in its Internal Ledger based on the aggregate Product interests confirmed by the Relevant Entity and the User’s actual subscription.
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Under Unlock Mode, the Relevant Entity shall deliver the relevant Tokens to LBank’s designated system custody address or another custody arrangement approved by both parties. LBank records the User’s interests in its Internal Ledger according to the actual allocation. Unless otherwise disclosed, the User acquires economic and contractual interests in the corresponding quantity of Tokens in the custody pool, rather than proprietary possession of any specifically identified on-chain Token.
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LBank’s custody and internal recording of Unlock Tokens do not give LBank beneficial ownership of those Tokens. LBank shall not use Users’ corresponding Tokens for proprietary investment, staking or pledging, rehypothecation or any purpose unrelated to this Agreement, except as necessary for settlement, chain migration, compliance handling or services authorized by the User.
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Under Unlock Mode, Token trades and corresponding transfers of interests between Users are completed through LBank’s Internal Ledger. Following a trade, LBank updates the buyer’s and seller’s holdings. The relevant interests transfer between the trading parties upon completion of settlement in the Internal Ledger. LBank’s Internal Ledger and trading records serve as the basis for determining ultimate Users’ holdings and ownership of interests, except where mandatory requirements under applicable law or the Paimon Product Documents provide otherwise.
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Ultimate Users’ holdings and corresponding contractual interests are determined by LBank’s verified Internal Ledger and trade settlement records. The Relevant Entity’s closing and holding records are used to verify aggregate Product interests, unless applicable law provides otherwise.
Article 5 — Common Exit Mechanisms: IPO Conversion and Paimon Repurchase
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Following an IPO Event, the relevant Product interests will be handled in accordance with this Agreement, the Paimon Product Documents and the conversion and settlement arrangements available at that time. Subject to the relevant conditions, the interests may be converted into bStock, xStock or another listed-share-linked Token or instrument designated by Paimon.
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Post-IPO settlement value will, in principle, be based on the Target Company’s public market price after listing, subject to the observation time, execution price, conversion ratio, lock-up period, slippage, fees and settlement rules determined by the Relevant Entity. The User acknowledges that the IPO offering price, first-day opening price, average trading price and final settlement price may differ.
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Repurchase Opportunity. If no IPO Event or other agreed exit event has occurred twelve (12) months after the Paimon Closing Date of the relevant Product tranche, Paimon will seek in good faith to sell the relevant underlying assets or interests in the holding entity in the relevant secondary market. Only to the extent that Paimon completes such a sale and receives net proceeds may it offer eligible holders a repurchase opportunity under the applicable Product Documents. If Paimon decides to offer a repurchase, it will open a Repurchase Window in accordance with its product mechanism. LBank does not guarantee that Paimon will conduct a repurchase, any minimum repurchase quantity or any repurchase price.
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Repurchase Requests. If Paimon decides to offer a repurchase and opens a Repurchase Window under the applicable Product Documents, eligible Users may submit repurchase requests through LBank during that window. A User who does not apply within the specified period will be deemed to continue holding the Product pending a subsequent IPO, another Repurchase Window, if any, or another exit event specified in the Relevant Entity’s Product Documents.
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Repurchase Price. If Paimon decides to offer a repurchase, it will independently determine the repurchase price when the Repurchase Window opens, based on the net proceeds realized from the actual sale of the underlying assets or interests in the holding entity, after applicable taxes, transaction costs, SPV/fund fees, network fees and other charges specified in the Product Documents. The repurchase price may differ materially from the User’s subscription cost, the trading price on LBank or third-party valuations, and may be zero. LBank does not guarantee the repurchase price. Except in the case of manifest error, LBank will process repurchase requests based on the repurchase price calculation provided by Paimon.
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Repurchase Obligor. The User understands and agrees that Paimon or the entity designated in its Product Documents is the substantive obligor for any repurchase arrangement. LBank only receives and transmits repurchase requests, updates its ledger and assists with settlement. LBank does not fund repurchases from its own resources or guarantee that Paimon has or will continue to have sufficient liquidity to complete a repurchase.
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The specific procedures for IPO conversion and Paimon repurchase under Lock Mode and Unlock Mode are governed by this Agreement, the applicable supplemental agreement and the Relevant Entity’s Product Documents. In the event of a conflict, this Agreement and the supplemental agreement prevail on matters relating to LBank’s platform operations, while the Paimon Product Documents prevail on matters relating to the Relevant Entity’s product rights and obligations.
Article 6 — Valuation, Pricing and Information
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Shares in privately held companies do not have continuously quoted public trading prices. Financing-round valuations, secondary market quotations, third-party valuations, platform reference prices and media reports may differ materially from prices that can actually be realized.
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The Relevant Entity may independently determine repurchase prices under its Product Documents. Such prices are based on the distributable amounts realized from the actual sale of the underlying assets or interests in the holding entity. LBank does not guarantee the valuation, sale price, net proceeds or ultimately realizable value of the underlying assets, but may request reasonable supporting information for its own risk management purposes.
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Trading prices under Unlock Mode are determined by supply and demand, liquidity, market expectations and other factors. They may remain above or below the Relevant Entity’s Latest Valuation, the implied value of the underlying shares or the future IPO price for an extended period.
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LBank may display information from the Relevant Entity, third-party data sources or public markets. Except for errors caused by LBank’s wilful misconduct or gross negligence, LBank is not responsible for the continued accuracy, completeness or timeliness of third-party data.
Article 7 — User Eligibility, KYC/AML and Geographic Restrictions
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The User represents that they have the legal capacity or corporate authority required to enter into this Agreement, subscribe for the Product and bear the associated risks. Subscription funds must come from lawful sources and must not involve money laundering, terrorist financing, sanctions evasion, fraud or other unlawful activities.
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The User shall complete the KYC, AML, sanctions screening, source-of-funds/source-of-wealth verification and investor eligibility procedures required by LBank and the Relevant Entity, and promptly provide accurate, complete and up-to-date information as requested.
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Unless LBank and the Relevant Entity expressly permit otherwise, the Product may not be offered to U.S. persons, persons located in the United States or persons in other restricted jurisdictions specified by Paimon. If applicable law or the Relevant Entity’s Product Documents require the User to qualify as a qualified investor, professional client, accredited investor, sophisticated investor or a similar category, the User must meet those requirements.
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The User shall not use a VPN, proxy, false address, another person’s identity or any other method to circumvent geographic or investor eligibility restrictions. LBank may reject, cancel, freeze or delay subscriptions, trades, transfers, conversions or repurchases for compliance purposes.
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The User shall immediately notify LBank of any change in eligibility. If the User becomes a restricted person while holding the Product, LBank may impose trading restrictions, require an exit, delay settlement or take other reasonable measures as required by applicable law, the Relevant Entity or risk management needs.
Article 8 — Risk Disclosure and User Acknowledgment
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Risk of Total Loss: The Product does not provide principal protection or guaranteed returns. The User may lose the entire subscription amount and related fees.
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Target Company Risk: Privately held companies such as Kalshi may experience business failure, valuation declines, financing difficulties, acquisition, restructuring or insolvency, or may never become publicly listed.
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Liquidity Risk: Under Lock Mode, there is generally no voluntary exit channel during the lock-up period, and delivery upon maturity depends on an IPO and applicable lock-up conditions. Although trading is permitted under Unlock Mode, there is no guarantee of continuous buyers, market-making quotations or sufficient market depth. Unlock Tokens may only be traded in LBank’s spot market and cannot be deposited, withdrawn or transferred to external wallets or other markets. External quotations or liquidity cannot be used directly to exit on LBank.
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Valuation Risk: Private shares lack a continuous public market. The Relevant Entity’s Latest Valuation may differ significantly from third-party valuations, actual transaction prices or the future IPO price.
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Structural Risk: The User generally acquires economic interests in a Paimon fund/SPV or related product, rather than direct shares in the Target Company. Upstream SPV, fund and custody arrangements, transfer restrictions, rights of first refusal or company approvals may affect the ultimate value and exit.
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Paimon Credit and Performance Risk: If Paimon or its designated entity defaults, becomes insolvent, suffers operational disruption, engages in fraud, becomes subject to regulatory restrictions or cannot deliver assets, the User may be unable to exercise repurchase, conversion or other rights.
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IPO Risk: The Target Company is under no obligation to become publicly listed.
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Regulatory Risk: Different jurisdictions may classify the Product as a security, collective investment scheme, derivative or other regulated financial instrument. Changes in law may restrict subscriptions, trading, transfers or redemptions, or require a mandatory exit.
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Custody and Technology Risk: Unlock Mode involves LBank’s system custody addresses, Internal Ledger, blockchains, smart contracts and third-party infrastructure. These may be affected by cyberattacks, private key incidents, blockchain failures, forks, contract vulnerabilities or system outages.
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Secondary Market Price Risk: Prices under Unlock Mode may deviate significantly from underlying valuations due to market sentiment, liquidity, speculation or other factors. Prices displayed on the platform do not constitute a redemption or repurchase guarantee.
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Stablecoin and Settlement Risk: Settlement in USDT, USDC or other digital assets remains subject to depegging, freezing, blockchain congestion and issuer risks.
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Tax Risk: The User is solely responsible for all tax reporting and payment obligations arising from subscribing for, trading, converting, repurchasing or holding the Product.
The User confirms that they have had sufficient opportunity to read and understand these risks and have independently decided whether to participate based on their financial circumstances, investment experience and risk tolerance, without relying on any guarantee by LBank regarding future returns, valuation or the likelihood of listing.
Article 9 — Fees and Settlement
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LBank may charge distribution fees, platform service fees, trading fees, custody fees or other fees as disclosed on the order page. Paimon and its SPVs/funds may also charge management fees, transaction fees, exit fees or other charges. Any material fees shall be disclosed through the relevant page, order confirmation or Product Documents before the User submits the relevant instruction.
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Blockchain gas fees, bank charges, stablecoin conversion costs, custody costs and third-party settlement fees may be borne by the User and deducted upon subscription, trading, conversion or repurchase settlement.
Article 10 — Data Sharing, Privacy and Records
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To enable Paimon to identify each ultimate Subscriber / Beneficial Holder and fulfil KYC/AML, holder registration, regulatory reporting and settlement obligations, the User authorizes LBank to share the User’s identity information, contact details, KYC materials, tax information, holdings and trading records with Paimon and its managers, funds/SPVs, custodians, fund administrators, auditors, KYC providers and other necessary service providers.
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Such data may be transferred across borders. LBank will process User data in accordance with applicable data protection laws and its privacy policy and implement reasonable technical and organizational measures.
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LBank’s electronic orders, trade records, account statements, Internal Ledger, KYC records and system logs, together with holder and closing records provided by Paimon, may serve as evidence of transactions and interests under this Agreement. The User retains the right to challenge manifest errors in accordance with law.
Article 11 — Scope of LBank’s Liability
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LBank shall use commercially reasonable efforts to perform the product information display, order processing, fund remittance, ledger maintenance, custody, trading system and instruction transmission services within its control.
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To the maximum extent permitted by applicable law, LBank does not guarantee whether the Target Company will complete an IPO; whether Paimon will complete any repurchase, conversion or payment; whether valuations of the Target Company or Paimon are accurate; whether the underlying shares will appreciate; whether liquidity under Unlock Mode will continue; or whether bStock, xStock or other conversion instruments will remain available.
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For losses caused by the acts, defaults, insolvency, technical failures or regulatory measures affecting Paimon, the Target Company, an SPV, a custodian, a bank, a blockchain network, a stablecoin issuer or another third party, LBank is liable only to the extent attributable to its own wilful misconduct, fraud or gross negligence, or where liability cannot be excluded under applicable law.
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Nothing in this Agreement excludes or limits any liability that applicable law prohibits from being excluded or limited.
Article 12 — Suspension, Termination, Product Changes and Exceptional Events
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LBank may temporarily suspend subscriptions, settlement, trading, transfers, withdrawals, conversions or repurchases in the event of regulatory requirements, judicial or administrative orders, sanctions, significant market disruption, suspension of the Product by the Relevant Entity, disputes concerning underlying assets, blockchain security incidents, custody incidents, system failures, liquidity shortages or other circumstances that may compromise Users’ or the platform’s security.
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If Paimon materially changes the Product structure, Token contract, underlying SPV, valuation method, conversion mechanism or repurchase process, LBank will notify Users by reasonable means. The User shall provide renewed consent where required by law or the Product Documents.
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If the Product permanently cannot continue due to legal or regulatory reasons, upstream default or force majeure, LBank will assist with termination and settlement in accordance with the Paimon Product Documents and the assets or funds that can actually be realized. LBank does not backstop losses on underlying assets that cannot be recovered.
Article 13 — Representations, Undertakings and Prohibited Conduct
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The User warrants that all information submitted is true, accurate and complete and shall not assist ineligible third parties in participating through nominee arrangements, account splitting, circumvention of thresholds or other means.
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The User shall not use the Unlock market to engage in market manipulation, fictitious trading, matched orders, wash trading, insider trading, fraud, money laundering or other unlawful or prohibited activities.
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The User shall not, without authorization, sell, resell or promote the Product to third parties in the name of LBank, Paimon or the Target Company, or make any promise of principal protection or guaranteed returns.
Article 14 — Electronic Acceptance, Notices and Order of Precedence
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Acceptance by selecting “I have read and agree,” confirming a subscription, entering a verification code, providing a signature or using another electronic method has the same effect as a handwritten signature.
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LBank may send notices through in-platform messages, email, App push notifications, product page announcements or the contact details provided by the User. Notices concerning material changes to rights shall be given in a reasonably prominent manner.
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This Agreement and the Lock/Unlock Supplemental Agreement selected by the User together constitute the entire agreement between LBank and the User. If a supplemental agreement conflicts with this Agreement on matters specific to the relevant mode, the supplemental agreement prevails.
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The Paimon Product Documents govern the underlying product rights and obligations between the User and Paimon. In the event of a conflict, this Agreement and the supplemental agreement prevail on matters concerning LBank’s platform services, fund handling, internal trading and custody. The Paimon Product Documents prevail on matters concerning Product interests issued or managed by Paimon, underlying assets, valuation, conversion, repurchase and Paimon’s liability, except for obligations expressly assumed by LBank.
Article 15 — Governing Law and Dispute Resolution
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The formation, validity, interpretation, performance, amendment, rescission and termination of this Agreement, and the resolution of any dispute arising out of or relating to it, are governed by 【the laws of the British Virgin Islands (BVI)】, excluding its conflict-of-laws rules.
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Any dispute arising out of or relating to this Agreement shall first be resolved through amicable negotiations. If no resolution is reached, the dispute shall be submitted to 【HKIAC】 for arbitration under its arbitration rules then in force. The seat of arbitration shall be 【Hong Kong】, and the language of arbitration shall be 【English】. The award shall be final and binding on both parties.
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Disputes between the User and Paimon arising from the Paimon Product Documents shall be handled in accordance with the governing law and dispute resolution provisions in those documents. LBank is not required to become a party to such disputes but may reasonably assist by providing transaction records in its possession.
Article 16 — Miscellaneous
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If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain effective.
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LBank may transfer its rights and obligations under this Agreement to an affiliate or successor in connection with a business restructuring, regulatory requirement or service migration, provided that the User’s acquired Product interests are not materially reduced. Any other transfer shall be made in accordance with applicable law.
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Headings are for convenience only and do not affect interpretation.
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This Agreement takes effect upon the User’s electronic acceptance and remains effective until the User no longer holds any interests in the Product and the parties’ related obligations have been fully discharged.
(No further provisions.)
Party A: LBank
Party B: As identified in the electronic acceptance records of the User’s LBank account
Pre-IPO Product Lock Mode Supplemental Agreement
Important Notice
The defining feature of Lock Mode is a long-term restriction on voluntary trading and transfers. The relevant Product interests are recorded in Paimon’s books or holder register. LBank only maintains corresponding mirror entries for Users in its Internal Ledger.
During the lock-up period, Users generally may not sell, withdraw, transfer or pledge those interests through LBank.
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Party A: LBank
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Party B: The LBank User who selects Lock Mode and completes electronic acceptance (the “User”).
This Supplemental Agreement forms an integral part of the Pre-IPO Locked Product Subscription and Platform Services Master Agreement (the “Master Agreement”). Unless otherwise provided in this Supplemental Agreement, the definitions and provisions of the Master Agreement continue to apply.
Article 1 — Selection and Effectiveness of Lock Mode
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By selecting “Lock” on the subscription page and submitting an order, the User acknowledges and accepts the long-term liquidity restrictions applicable to this mode.
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The date on which Paimon accepts the subscription and completes book-entry registration is the Paimon Closing Date for that Lock Product subscription. The lock-up arrangements under this Supplemental Agreement take effect on that date.
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After LBank has submitted irrevocable Lock subscription instructions to Paimon, the User may not unilaterally switch to Unlock Mode unless both Paimon and LBank expressly permit it.
Article 2 — Registration of Interests and Ledger Records
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LBank records the quantity or value of the User’s corresponding Product interests in the User’s LBank account based on Paimon’s closing confirmation and the User’s actual subscription.
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LBank maintains ultimate Users’ holding records and periodically reconciles aggregate Product interests and quantities with Paimon.
Article 3 — Lock-Up, Transfer Restrictions and No Early Exit
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The User may not voluntarily dispose of Lock Product interests except through the exit mechanisms under Article 4 of this Supplemental Agreement, as required by applicable laws, regulations or regulatory requirements, through special arrangements expressly permitted by the Paimon Product Documents, or through lawful mandatory exit or termination settlement arrangements implemented by LBank under Articles 7.5 and 12.3 of the Master Agreement.
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LBank does not provide secondary trading, market making or continuous quotations for Lock Products. The User may not require LBank to make an early repurchase or redemption or advance funds because of illiquidity, market price changes or personal funding needs.
Article 4 — Permitted Exit Mechanisms
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IPO Exit. Following an IPO Event, the relevant Product interests will be handled in accordance with the Master Agreement, the Paimon Product Documents and the conversion and settlement arrangements available at that time. Subject to the relevant conditions, the interests may be converted into bStock, xStock or another listed-share-linked Token or instrument designated by Paimon.
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If an additional statutory, underwriting-related or Paimon-imposed lock-up period applies after listing, the User must continue to comply with those restrictions until LBank receives Paimon’s notice that settlement or conversion may proceed. The User may not voluntarily trade, transfer or withdraw Lock Product interests before the opening of the relevant services is notified in accordance with applicable law and platform rules. The IPO offering price, lock-up expiry date, delivery date and actual date on which trading becomes available on the platform may differ.
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Repurchase Opportunity. If no IPO Event or other agreed exit event has occurred twelve (12) months after the Paimon Closing Date of the relevant Product tranche, Paimon will seek in good faith to sell the relevant underlying assets or interests in the holding entity in the relevant secondary market. Only to the extent that Paimon completes such a sale and receives net proceeds may it offer eligible holders a repurchase opportunity under the applicable Product Documents. If Paimon decides to offer a repurchase, it will open a Repurchase Window in accordance with its product mechanism. LBank does not guarantee that Paimon will conduct a repurchase, any minimum repurchase quantity or any repurchase price.
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If Paimon decides to offer a repurchase, it will independently determine the repurchase price based on the net proceeds realized from the actual sale of the underlying assets or interests in the holding entity, after applicable taxes, transaction costs, SPV/fund fees, network fees and other charges specified in the Product Documents. The User acknowledges that the repurchase price may differ materially from the User’s subscription cost, the trading price on LBank or third-party valuations, and may be zero. LBank does not guarantee the repurchase price.
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The substantive repurchase obligation is borne by Paimon or the entity designated in its Product Documents. LBank does not fund repurchases from its own resources and only transmits instructions, updates ledger records and assists with settlement.
Article 5 — Specific Risk Acknowledgments
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The User may be unable to sell, transfer or realize the value of the Lock Product for one year or longer.
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The Target Company may remain unlisted for an extended period or may never become publicly listed. Even after one year, there is no guarantee that Paimon will offer a repurchase. Paimon’s credit, liquidity and performance risks remain.
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Paimon determines the repurchase price based on the net proceeds actually realized from the sale of the underlying assets or interests in the holding entity. The repurchase price may be significantly lower than the User’s subscription price.
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A Lock Product does not benefit from deposit insurance, principal protection or LBank credit support merely because a balance is displayed in the User’s LBank account.
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Lock Products do not provide principal protection or guaranteed returns and may become worthless. The User bears the investment loss. LBank does not use its own funds to repurchase the Product or compensate for such losses.
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The User reconfirms that the selection of Lock Mode is based on their long-term investment plans and risk tolerance and that they fully understand the illiquid nature of the Product.
Article 6 — Order of Precedence and Effectiveness
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Matters not addressed in this Supplemental Agreement are governed by the Master Agreement. If this Supplemental Agreement conflicts with the Master Agreement, this Supplemental Agreement prevails on Lock Mode matters concerning lock-up, transfer restrictions, ledger records and exits. Matters concerning rights and obligations relating to the Paimon Product itself are governed by the Paimon Product Documents.
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This Supplemental Agreement takes effect when the User selects Lock Mode and completes electronic acceptance.