PowerPass User Purchase Agreement

Effective Date: December 22, 2025 (or the date on which the User clicks to accept this Agreement, if later)

Execution Method: Online clickwrap / electronic consent

Parties

Issuer and Seller: Lilybulb Holding Limited (operating as "ShareX Labs" or "ShareX"), a company incorporated under the laws of the British Virgin Islands.

Purchaser: a natural person / entity that completes registration and KYC on the designated ShareX page and clicks to accept this Agreement (the "User")

For ease of market understanding, this product (the PowerPass NFT) may also be referred to in external communications as a "Consumer-grade RWA." Such term is for descriptive purposes only and does not constitute an offer, investment advice, or any promise of returns, nor does it alter the legal nature of this product under this Agreement. If any promotional or informational content regarding this product is inconsistent with the main body of this Agreement, its incorporated documents, or platform rules/announcements, the main body of this Agreement and its incorporated documents shall prevail.

The information disclosure and sale of this product do not constitute a public solicitation or promotion in any restricted jurisdiction. ShareX reserves the right to refuse or restrict access for compliance reasons.

Before clicking "I have read and agree," the User shall confirm item by item that:

The User has fully read and understood this PowerPass User Purchase Agreement, the PowerPass Staking & Distribution Agreement, the PowerNow Offline Service Terms, and the applicable platform rules/announcements, and agrees that they collectively apply to this purchase process (the PowerNow Offline Service Terms apply when the User activates offline benefits);
The User understands that this Voucher is a utility on-chain voucher and does not constitute ownership or an investment-type interest;
The User voluntarily assumes risks arising from market, operations, policies, technology, and other factors;
The purchase is made at the User's sole discretion and is not based on any promise of returns, wealth management or investment advice, or any third-party guarantee;
The purchase funds are from lawful and compliant sources;
The User agrees that the platform may record, verify, and publish necessary transaction data on-chain in accordance with this Agreement; and
This Agreement is concluded via online clickwrap, and the User agrees that electronic records have the same legal effect as written documents.

Article 1 — Purpose and Scope

1.1 This Agreement is entered into by and between the User and ShareX to define the rights and obligations relating to the purchase, delivery, accounts, and compliance of the PowerPass utility on-chain voucher (the "PowerPass" or this "Voucher").

1.2 This Voucher does not represent and shall not be construed as automatically conferring any ownership or disposal rights over any asset, nor does it represent any equity or beneficial interest in any legal entity. It does not constitute a security, trust, or Collective Investment Scheme ("CIS").

1.3 This Agreement does not involve ShareX providing, performing, or warranting any offline services. All offline use and benefits related to PowerPass shall be governed by the PowerNow Offline Service Terms published by PowerNow Co., Ltd. ("PowerNow") (the "PowerNow Terms").

1.4 Clarification on fiat channels: Any fiat transaction within the PowerNow App does not constitute a sale, delivery, or transfer of the PowerPass NFT. If a User only obtains offline services/benefits through the PowerNow App, such User does not form a purchase-and-delivery relationship under this Agreement unless the User separately completes agreement acceptance and the required actions within the ShareX DApp.

Article 2 — Product Description

2.1 Definition and Nature

PowerPass – PowerNow Edition is a utility on-chain voucher issued and registered by ShareX in the form of an NFT (Non-Fungible Token). It is used to exercise offline usage benefits within the PowerNow shared power bank network. Its legal nature is the User's continuous right to use the corresponding services in the PowerNow network during the benefit term (see Article 3.2) (the "Continuous Right to Use").

After the User voluntarily initiates staking and accepts the PowerPass Staking & Distribution Agreement (the "Staking & Distribution Agreement"), this Voucher may participate in non-guaranteed distribution bookkeeping. Bookkeeping is automatically executed by ShareX smart contracts and uses PowerNow-authorized operational data as the source for on-chain statistics and verification, enabling per-device mapping and verifiable display.

2.2 Underlying Data and Mapping

Data source: The data used for on-chain bookkeeping of the PowerPass NFT originates from the shared power bank network services operated by PowerNow. Under agreements between the parties, ShareX is authorized to use and verify such operational data on-chain and uses verified data as the source for on-chain statistics and verification.

Scope of authorization: Such authorization covers physical shared power bank devices deployed within Japan (the "Devices"), covering major cities such as Tokyo, Osaka, Nagoya, and Fukuoka. Subject to compliance and operational arrangements, ShareX may determine by announcement the batches and scope of authorized Devices used for on-chain statistics. Devices are solely the offline service carrier for the Continuous Right to Use and the mapping objects for on-chain data.

Mapping mechanism: Each NFT identifier and a Device's unique hardware serial number are linked through a mapping mechanism to establish a one-to-one correspondence on a per-device basis for on-chain traceability and verifiable display (non-pooled). Such mapping is solely for identification, display, statistics, and rule execution purposes and does not constitute any ownership interest or any claim for proceeds against the physical Device.

Ownership and management of physical assets: The ownership and daily operations of Devices are held and managed by PowerNow. ShareX does not directly own or operate the Devices and only provides technical services such as on-chain issuance of this Voucher, mapping, and bookkeeping verification.

Device status and data: Authorized Devices are maintained and updated by PowerNow on a regular basis. Operational data includes Device runtime data, rental records, statistically processed order amount metrics, and abnormal event logs.

On-chain anchoring and verification: Per-device information associated with PowerPass (e.g., unique identifier, deployment information, operating status, and verified amount-type metrics under the applicable statistical definition) may be anchored and integrity-checked on-chain via the Deshare Protocol to enhance verifiability and tamper resistance.

Important notice: The on-chain data described above is for statistical and verification purposes. Distribution-related bookkeeping and settlement apply only when the User voluntarily initiates staking under the Staking & Distribution Agreement, and are non-guaranteed.

Article 3 — User Benefits and Restrictions

3.1 Benefit Overview

Upon the User's successful purchase and holding of PowerPass, the User may enjoy:

(I) Right to Participate in Post-Staking Distribution Bookkeeping (Non-guaranteed)

No distribution is generated without staking. Only when the User voluntarily initiates staking may the User participate in non-guaranteed bookkeeping and (if any) distribution under the rules set forth in the Staking & Distribution Agreement. Any on-chain distribution (if any) is based solely on real-world Device operational data as a reference metric and distribution weight, and is not any return of real-world rent or consideration; it is distributed from an incentive pool independently established and managed by ShareX.

The specific content (including without limitation staking and unstaking, the bookkeeping start time, bookkeeping definitions, currency, attribution of distribution, claim, special circumstances, etc.) shall be subject to the Staking & Distribution Agreement and subsequent announcements.

User-initiated actions and mapping changes: For purposes of this Agreement, a Device mapped to a PowerPass from time to time under the mapping mechanism described in this Agreement shall be referred to as the "Mapped Device". The User may, through the ShareX DApp or offline use (conditions, exceptions, and evidence rules for offline-triggered mapping changes shall be governed by the PowerNow Terms), trigger changes to the one-to-one mapping relationship between PowerPass and the then-current Mapped Device. Such choices may directly and materially affect the bookkeeping results and (if any) distribution under the Staking & Distribution Agreement. ShareX shall not be liable for any results caused by the User's actions or inaction and does not provide business advice or any promise of returns.

Exclusivity notice: Under the same PowerPass, ShareX-side distribution bookkeeping/claim mechanisms and PowerNow-side Sharing Points shall not be enjoyed repeatedly for the same service-use event. Exclusivity and conflict handling shall be governed by the Staking & Distribution Agreement, the PowerNow Terms, and announcements.

Abnormal handling: To maintain system fairness and compliance, ShareX and/or PowerNow may adopt measures against wash activity, fraud, rule circumvention, or data anomalies, including verification, correction, deferring or refusing inclusion, or suspending/terminating distribution.

(II) Ecosystem Incentives (Discretionary; Non-commitment)

ShareX may, based on product operation arrangements, provide ShareX points/tokens or other incentives/rewards to eligible Users. The basis may include, without limitation, Device operational performance (e.g., utilization, rental frequency), NFT staking duration, and participation in specific ecosystem activities.

Such incentives are not part of the consideration for this Voucher and do not constitute any fixed promise or guarantee to any individual User. The eligible participants, forms, frequency, and rules shall be subject to ShareX announcements. ShareX may adjust, suspend, or terminate them at any time.

(III) Offline Use and Other Offline Benefits (Provided Independently by PowerNow)

Offline use related to PowerPass, including without limitation annual membership, Device exchange and self-use, delegated sharing authorization and its corresponding consumptive points/incentives, and related fees, processes, and restrictions, are independently provided and managed by PowerNow Co., Ltd. and shall be subject to the PowerNow Terms and the product descriptions in the PowerNow App.

Conditions for benefit activation: The User must bind the User's PowerNow account through the ShareX DApp and transfer the PowerPass NFT into an on-chain Custodial Account generated and managed by ShareX for the PowerNow account system. ShareX holds the on-chain signing authority for such Custodial Account and, within the scope of the User's instructions, may execute relevant on-chain operations on the User's behalf. The User does not directly hold the private key of the Custodial Account. Once activated, the activation record of such offline benefits shall be permanently retained and irrevocable.

One-time activation and non-transferability of the Annual Membership benefit: Once activated, the activation record of the Annual Membership benefit is permanently retained and irrevocable at the PowerNow account level. If the PowerPass NFT is subsequently transferred out of the Custodial Account and unbound from the relevant PowerNow account, the Annual Membership benefit previously activated for that PowerNow account will terminate, will not transfer with the NFT, and may not be activated again by any subsequent holder as a first-time activation benefit. For avoidance of doubt, any other offline benefits (if any) that are not expressly designated as one-time first-activation benefits shall be governed by the PowerNow Terms and the applicable in-app rules.

The User understands and agrees that, to ensure consistency between offline activation and on-chain bookkeeping, when the User transfers the PowerPass NFT into the Custodial Account, the system will, as indicated on the page, automatically stake such PowerPass into the designated staking contract/module. Such auto-staking is an automated execution triggered by the User's transfer action with knowledge and consent, and shall be deemed the User's voluntary staking. Whether staking succeeds and the effective time shall be subject to the final on-chain status.

ShareX only provides technical services such as on-chain issuance, mapping, and bookkeeping verification, and does not assume any responsibility for performance, quality, or continuity of offline services.

3.2 Benefit Term / Lifetime (Expiry)

PowerPass shall be deemed to have reached its benefit term/lifetime (the "Benefit Term / Lifetime") upon the first occurrence of either of the following:

Three (3) years from the purchase date; or
Cumulative usage count ≥ 300 times.

The cumulative usage count (service-use events) shall be calculated based on the cumulative service-use events generated during the mapping periods between such PowerPass and each/all mapped Devices (including successful third-party rentals under delegated sharing, excluding self-use, abnormal cancellations, and correction records). The specific statistical definition shall be subject to data verified via the Deshare Protocol and reconciled with PowerNow's system.

Effect of expiry: Upon expiry, the PowerPass mapping mechanism terminates, and the mapping-based on-chain rights under Article 3.1 (including the right to participate in staking distribution and ecosystem incentives) shall terminate simultaneously without further notice. Expiry does not affect the right to claim already generated but unclaimed distributions (if any), nor the preservation and query of historical on-chain records.

Offline benefits directly associated with the PowerNow account shall be governed by the PowerNow Terms. Expiry does not necessarily affect any remaining validity period of an already-effective annual membership at the PowerNow account level. Continued possession of a Device under an occupancy scenario does not necessarily constitute any transfer of ownership.

3.3 Nature and Boundary of Rights

This Voucher does not automatically establish any offline legal relationship between the User and ShareX. Offline benefits and conduct relating to PowerPass shall be governed by the PowerNow Terms and do not thereby create any offline service-related rights or obligations for ShareX.

3.4 Transfer and Holding Restrictions

The PowerPass NFT may be transferred on supported blockchain networks or compliant trading venues.

The lawful holder shall be determined by on-chain address ownership records. However, the User understands and agrees that if the User voluntarily accepts the Staking & Distribution Agreement and initiates staking, the attribution of rights, the claimant, and the rules relating to staking, bookkeeping, distribution, and (if any) claiming shall be subject to the Staking & Distribution Agreement and the applicable staking contract/system records.

For compliance or risk-control reasons, ShareX may impose restrictions or refusals on holding and transfer based on KYC/AML, sanctions and geographic restrictions, whitelists, and quota management.

3.5 Prohibited Uses and Breach Handling

The User shall not use the PowerPass NFT for:

illegal financing, pyramid schemes, fraud, money laundering, or other illegal activities;
using this Voucher as a public-facing financing-type staking/borrowing or guarantee tool; or
publishing false promotions or misleading "principal-protected / guaranteed return / sure profit" investment information.

ShareX may take measures against accounts that violate this Article, including without limitation freezing, restricting functions, disqualifying staking, refusing distribution (if any), or terminating services.

Article 4 — Purchase and Delivery

4.1 Conditions and Eligibility

(I) Eligibility requirements

The User shall be at least 18 years old and have full civil capacity;
The User shall have a valid wallet address (supported networks are as published in the DApp in real time; non-EVM networks are supported only where expressly indicated);
The User shall not be a citizen or resident of, or be located in, Mainland China, the United States, or any region where laws and regulations prohibit or restrict the purchase of crypto assets; and
The User shall pass the platform's basic identity verification (KYC) and geographic compliance screening (Geo-Compliance).

(II) Prohibited purchasers

Individuals or entities on sanctioned country/region/institution lists;
Accounts or controllers with adverse records such as money laundering, fraud, or illegal fundraising;
Accounts using VPN/proxy/anonymization tools to circumvent compliance screening or geographic restrictions; or
Acting in the name of others, or holding or purchasing on behalf of restricted parties.

(III) Verification and ongoing obligations

The ShareX DApp will verify IP, wallet address, KYC status, etc. through smart contracts, risk control, and geo-identification mechanisms;
The User shall ensure and represent that the on-chain address, account information, and eligibility statements are true, accurate, and complete, and shall keep them updated. Changes in eligibility status (including nationality/residency/sanctions status, etc.) shall be promptly notified to ShareX;
Losses due to false or non-updated address/account information shall be borne by the User. If ShareX discovers or reasonably suspects misrepresentation, circumvention, or violation of restrictions, ShareX may refuse or revoke the purchase, freeze or restrict functions, refuse distribution, terminate services, and shall not be liable for resulting losses to the extent permitted by law.

4.2 Purchase Process

Connect wallet: Connect a compatible wallet (e.g., MetaMask, Binance Wallet, OKX Wallet, etc.) via the ShareX DApp, subject to supported networks as shown on the page;
Eligibility verification: The system automatically conducts geo-identification, wallet validity checks, and basic KYC review;
User confirmation: Before clicking purchase, the system displays the complete agreement system: this Agreement, the Staking & Distribution Agreement, and the PowerNow Terms (see Article 12.5). The User shall review all such documents and confirm acceptance;
Payment and minting: Pay with USDT (or supported currencies/networks shown on the page). The smart contract mints the NFT and sends it to the User's wallet;
Generate proof: The system generates a transaction hash (Tx Hash) and a digital purchase certificate for query and retention.

The above process is automatically executed by the ShareX DApp and/or relevant smart contracts. PowerNow does not participate in NFT issuance, on-chain sale, or related fund flows. PowerNow only provides offline services/benefits related to PowerPass within its App and independently charges fiat fees (if any) in accordance with the PowerNow Terms.

If minting fails due to network congestion, insufficient gas, timeout, or contract revert, the final on-chain status shall prevail. If gas is consumed and the transaction fails, the gas fee is non-refundable. Rules on refund/retry shall be subject to the relevant pages and announcements.

4.3 Delivery, Confirmation, and Management After Purchase

Delivery of PowerPass shall be determined by on-chain registration. ShareX may reasonably adjust the delivery process for security, compliance, or technical reasons and notify by announcement.

After purchase, the system will automatically send a purchase-success notice and generate in the DApp: the NFT contract address and Token ID, and (if supported) the corresponding Device number and operating status, as well as an entry in historical transaction records. The User may view PowerPass status at any time on the "My Assets" page.

Distribution bookkeeping and distribution information (if any) is displayed only after the User stakes under the Staking & Distribution Agreement in the DApp.

If the User loses wallet access or private keys are compromised, ShareX cannot restore the NFT or any distribution (if any). The User shall back up and take appropriate security measures.

4.4 Source of Funds

The User warrants that the purchase funds are lawful and do not involve money laundering, terrorist financing, or other illegal circumstances.

4.5 Platform Rules

The User agrees to comply with platform rules, operating guidelines, and announcements relating to this product as published by ShareX from time to time. If platform rules are inconsistent with this Agreement, this Agreement shall prevail.

Article 5 — Price, Fees, and Tax

5.1 The purchase price, payment methods, and possible network fees (including gas) shall be subject to real-time display on the purchase page.

5.2 Fees and risks arising from third-party wallets, exchanges, or cross-chain services shall be borne by the User.

5.3 The User shall declare and pay taxes under the laws of the User's jurisdiction relating to purchase, holding, transfer, or distribution (if any). ShareX provides no tax advice.

5.4 Except as required by mandatory law, on-chain delivery is final, non-refundable, and non-reversible.

Article 6 — Data and Privacy

6.1 For performance of this Agreement and provision of services, ShareX may collect, use, and store User registration information, on-chain addresses, transaction records, KYC/AML data, and related information.

6.2 Except for performance of obligations or legal/regulatory requirements, ShareX will not disclose personal information to unrelated third parties.

6.3 For compliance audits and dispute handling, ShareX may log key operations (including without limitation purchase, delivery, mapping/unmapping, stake/unstake, claim requests, etc.). The User understands that on-chain and off-chain records may involve reasonable delays and corrections, and reviewed records shall prevail.

Article 7 — Risk Disclosure

The User shall fully understand and accept risks including without limitation:

Market risk: Device usage/rental performance and external market changes may cause distribution (if any) to fluctuate; ShareX does not guarantee any fixed returns;
Policy and compliance risk: regulatory requirements in different jurisdictions may affect holding, transfer, staking, distribution (if any), or availability of functions;
Technical risk: smart contracts, public blockchain congestion, node anomalies, bridges, and wallet security may cause failures, delays, or temporary inaccessibility of assets;
Operational risk: Device shutdown, damage, site changes, or data delay/correction may cause distribution not to be counted or to be deferred;
Termination risk: due to force majeure, regulatory requirements, or compliance strategy, the project or functions may be suspended or terminated, and relevant rights (including staking-related rights) may terminate early or be adjusted;
Counterparty risk: stablecoin issuer, custody services, and third-party interfaces may have credit or operational risks;
Secondary market risk: no listing or liquidity is promised; prices may fluctuate significantly; and
Address/asset freezing: addresses subject to sanctions or law enforcement may be restricted or frozen.

Article 8 — Disclaimer and Limitation of Liability

8.1 To the maximum extent permitted by law, ShareX makes no express or implied warranties regarding: (1) continuity, stability, or error-free operation of the product/service; (2) authenticity, integrity, merchantability, or fitness for purpose of on-chain or third-party data; or (3) any returns, rewards, price, or liquidity.

8.2 ShareX shall not be liable to the extent permitted by law for delays, failures, suspension, or losses due to force majeure, blockchain, or third-party service disruptions.

8.3 Except as mandatory law provides otherwise, ShareX's total liability under this Agreement shall be limited to the consideration/fees actually paid by the User directly to ShareX under this Agreement, except where liability may not be limited or excluded by law.

8.4 The User bears risks and losses relating to private key custody, misoperation, account theft, malware, and related security issues.

Article 9 — Intellectual Property and Compliant Use

9.1 IP rights in trademarks, logos, names, interfaces, programs, smart contracts, and documents relating to this product belong to ShareX or the relevant rights holders.

9.2 Without written permission, the User shall not copy, reverse engineer, scrape, bulk crawl, mirror, or commercially exploit ShareX's systems or contracts.

9.3 The User undertakes to comply with applicable laws, this Agreement, platform rules, and announcements, and not to harm ShareX, PowerNow, or other users.

Article 10 — Amendment, Suspension, and Termination

10.1 ShareX may revise this Agreement due to product, technical, or compliance requirements. Revised versions will be published via page/announcement and become effective upon publication or as stated. Continued use constitutes acceptance.

10.2 In case of regulatory requirements, security incidents, system maintenance, abnormal transactions, and similar events, ShareX may suspend or restrict functions and will make reasonable efforts to announce.

10.3 If the User materially breaches this Agreement, platform rules, or applicable law, ShareX may immediately terminate services and reserve rights to pursue liability.

10.4 Provisions on IP, data/privacy, disclaimers/limits, governing law, and dispute resolution survive termination.

Article 11 — Compliance and Governing Law

11.1 Compliance statement: ShareX will comply with applicable compliance policies to the maximum extent and may adjust service scope pursuant to regulatory requirements. PowerNow bears independent compliance responsibility for its offline services.

11.2 Governing Law and Dispute Resolution: This Agreement, and any dispute, claim, or controversy arising out of or in connection with this Agreement (including its existence, validity, interpretation, performance, breach, termination, or enforceability), shall be governed by and construed in accordance with the laws of the British Virgin Islands.

Subject to mandatory law, the courts of the British Virgin Islands shall have exclusive jurisdiction as the court of first instance over any such dispute, claim, or controversy.

For avoidance of doubt, disputes arising solely out of offline services within Japan shall be governed by the PowerNow Offline Service Terms and resolved in accordance with Article 14 thereof.

Article 12 — Miscellaneous

12.1 Severability: invalidity of any provision does not affect the remainder.

12.2 No waiver: non-exercise or delayed exercise does not constitute waiver.

12.3 Assignment/transfer: except for holder status and associated rights that transfer naturally via compliant on-chain transfer of the PowerPass NFT, the User may not assign rights/obligations without ShareX's prior written consent. ShareX may assign to affiliates/successors provided user protection is not reduced.

12.4 Electronic signature and records: the User agrees to electronic execution and that on-chain records, electronic logs, and electronic certificates have the same legal effect as written documents.

12.5 Entire agreement system: this Agreement together with the Staking & Distribution Agreement and the PowerNow Terms (the "Special Agreements") constitute the complete agreement system relating to PowerPass; platform rules and announcements are also part of it. In case of conflict: for on-chain staking, distribution bookkeeping, claiming, and related matters, the Staking & Distribution Agreement prevails; for offline services, annual membership, device exchange, delegated sharing, and Sharing Points, the PowerNow Terms prevail; otherwise, this Agreement and the applicable platform rules/announcements apply.

Purchase Agreement