PowerPass Staking & Distribution 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

Agreement Provider and Administrator: Lilybulb Holding Limited, a company incorporated under the laws of the British Virgin Islands, doing business as "ShareX Labs" ("ShareX").

User: a natural person or legal entity that completes registration and any required identity and/or compliance verification on the ShareX-designated page, clicks to accept this Agreement, and interacts with ShareX regarding staking, bookkeeping, and claim requests (if any) in connection with PowerPass (the "User").

Recitals (Non-binding)

A. This Agreement is a special agreement under the PowerPass User Purchase Agreement (the "Purchase Agreement") and sets forth the rules, processes, and risk disclosures applicable to Users who voluntarily initiate staking within the ShareX DApp for the "PowerPass – PowerNow Edition" (the "PowerPass" or "Voucher") and participate in distribution bookkeeping and any staking distribution (if any).

B. Any "distribution," "rewards," or "bookkeeping" described in this Agreement are non-guaranteed mechanisms and do not constitute any promise of returns, investment advice, or any arrangement for the transfer, rebate, or kickback of real-world consideration. They do not constitute a security, trust, or Collective Investment Scheme ("CIS").

C. If this Agreement is inconsistent with the Purchase Agreement, the PowerNow Offline Service Terms published by PowerNow Co., Ltd. (the "PowerNow Terms"), or any platform rules/announcements, the conflict rules in Article 11.4 shall apply.

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

0.1 The User has fully read and understood this Agreement and the applicable rules/announcements displayed in the ShareX DApp.

0.2 The User clearly understands that staking and distribution are non-guaranteed mechanisms, may be zero, may fluctuate, and may be suspended or terminated.

0.3 Staking is the User's independent decision and is not based on any promise such as "principal protection," "guaranteed return," or "sure profit."

0.4 The User voluntarily assumes all risks arising from market conditions, operations, policies, technology, data reconciliation/correction, stablecoin risks, public blockchain risks, and other factors.

0.5 The User agrees that ShareX may record, verify, and publish on-chain the transaction and bookkeeping data necessary to perform this Agreement (including hashes, digests, and statistical definitions), in accordance with this Agreement.

0.6 This Agreement is entered into via online clickwrap, and electronic records have the same legal effect as written documents.

Article 1 — Purpose, Applicability, and Agreement Relationship

1.1 This Agreement is entered into by and between the User and ShareX to define the rights and obligations relating to staking, unstaking, bookkeeping queries, and claiming any distributions (if any) in connection with PowerPass within the ShareX DApp.

1.2 This Agreement applies to PowerPass being deposited into and maintaining an effective staking status in ShareX-designated staking contract(s) and/or module(s), and related matters including bookkeeping and claim requests (if any). The method by which an effective staking status is triggered shall be as indicated in the ShareX DApp process and prompts.

1.3 This Agreement does not involve ShareX providing, performing, or warranting any offline services. All offline services and benefits shall be governed by the PowerNow Terms and the applicable in-app rules.

1.4 This Agreement is a special agreement under the Purchase Agreement. If the User does not stake, the distribution mechanism under this Agreement does not apply.

1.5 This Agreement and related page displays do not constitute a public solicitation or promotion in any restricted jurisdiction. ShareX may refuse or restrict access or function usage for compliance reasons.

Article 2 — Definitions

Unless otherwise stated in context, the following terms shall have the meanings below:

2.1 PowerPass: the utility on-chain voucher (NFT) "PowerPass – PowerNow Edition" issued and registered by ShareX.

2.2 Stake / Staking: the User locks or registers PowerPass in the staking contract or staking module designated by the ShareX DApp, in order to participate in the non-guaranteed distribution bookkeeping mechanism under this Agreement.

2.3 Unstake / Unstaking: the User unlocks or deregisters a staked PowerPass from the staking contract or staking module so that it no longer participates in subsequent distribution bookkeeping.

2.4 Mapped Device / Mapping: the one-to-one correspondence mechanism between a PowerPass and a physical device, and the device mapped to such PowerPass from time to time, as described in the Purchase Agreement and the PowerNow Terms.

2.5 Order Amount Metric: the amount-type metric calculated and confirmed under ShareX's then-effective statistical definition for valid orders of the Mapped Device during the relevant period, used for on-chain bookkeeping display and as a reference basis for distribution calculation, as displayed in the ShareX DApp and further specified in announcements.

2.6 Distribution: the bookkeeping and, if any, on-chain issuance recorded and processed by ShareX for eligible staked PowerPass in accordance with this Agreement.

2.7 Custodial Account: an on-chain address generated and managed by ShareX for use within the PowerNow account system (as applicable), including for binding, identification, and enabling PowerPass-related on-chain operations. Under the custodial model, the signing authority and/or private key of the Custodial Account is held or controlled by ShareX, and the User does not directly hold the private key or signing authority of such Custodial Account.

2.8 Staker Address: the address recorded by the relevant staking contract and/or ShareX system as the address to which bookkeeping records and Distribution attribution are assigned pursuant to Article 6.5.

Article 3 — Staking Functions and Operational Processes

3.1 Preconditions for Staking. The User must:

(a) complete account registration and any required KYC/compliance review (if applicable);

(b) click to accept this Agreement; and

(c) satisfy the technical requirements of the staking contract/module regarding network selection, wallet or account-system verification, gas fees, signatures (including delegated signatures), and other requirements as shown in the ShareX DApp.

3.2 Auto-Staking via Custodial Account. When the User transfers PowerPass into the Custodial Account for the purpose of activating offline benefits, the system will, as indicated on the relevant page, automatically stake such PowerPass into the designated staking contract/module. The User confirms that such auto-staking is triggered by the User's voluntary transfer action with knowledge and consent and shall be deemed the User's voluntary initiation of staking.

3.3 Completion of Staking. After the User completes the required wallet interaction and/or signature, the staking contract/module records the staking status on-chain. Whether staking succeeds shall be subject to the final on-chain status.

3.4 Unstaking. After staking, the User may initiate unstaking at any time. Whether unstaking succeeds shall be subject to the final on-chain status. After unstaking becomes effective, the PowerPass shall no longer participate in subsequent distribution bookkeeping from the effective time.

3.5 Authorization and Delegated Execution under the Custodial Account Model. Under the Custodial Account model, the User understands and agrees that:

(a) the User's login verification, secondary verification (if any), click confirmations, instruction submissions, and withdrawal address settings/changes completed through the ShareX DApp and/or account system shall be deemed valid authorization and operational instructions issued by the User to ShareX;

(b) ShareX may, within the scope of the User's authorization, execute on-chain operations related to this Agreement on the User's behalf (including unstaking, claiming, and withdrawal), subject to page prompts, rules, and announcements; and

(c) delegated execution is solely technical and operational delegated signing and/or transaction submission and does not constitute a trust, entrusted wealth management, investment management, or any promise of returns with respect to the User's assets.

3.6 Fees. Staking, unstaking, and claiming may incur on-chain network fees (including gas fees), which are typically borne by the User. If ShareX or partners pay on behalf of the User, the page description shall prevail. Gas fees for failed transactions are non-refundable.

Article 4 — Participation Eligibility, Start Time, and Termination

4.1 Participation Eligibility. A PowerPass is eligible to participate in distribution bookkeeping only when it is in an effective staking status and has not triggered any restriction, freeze, or disqualification measures under this Agreement or applicable platform rules/announcements.

4.2 Start Time (Fixed Start Point). The User understands and agrees that, for Distribution (if any), ShareX will begin bookkeeping and calculation for eligible Order Amount Metrics from January 1, 2026 (inclusive) (the "Fixed Start Point"). Unless otherwise indicated, all time references in this Agreement shall be based on Coordinated Universal Time (UTC).

(a) Orders/data prior to the Fixed Start Point shall not be included in staking distribution calculation under this Agreement;

(b) for PowerPass staked after the Fixed Start Point, bookkeeping and calculation shall commence from the effective time of staking; and

(c) the Fixed Start Point only affects the start range for staking distribution bookkeeping and calculation under this Agreement and does not affect the calculation or expiry effects of the benefit term/lifetime under the Purchase Agreement and/or the PowerNow Terms.

4.3 Participation after Transfer/Trade. After an on-chain transfer or secondary market trade of PowerPass, if the new holder intends to participate in staking distribution under this Agreement, such new holder must complete required registration/KYC (if applicable) and click to accept this Agreement within the ShareX DApp before initiating staking. The new holder participates only in relation to distributions during the effective staking period after the new holder acquires the PowerPass.

4.4 Termination upon Lifetime/Benefit Term Expiry. When PowerPass triggers the lifetime/benefit term expiry under the Purchase Agreement, eligibility for subsequent distribution bookkeeping based on the Mapping relationship shall terminate simultaneously; provided that this does not affect the claiming (to the extent permitted by applicable rules) of distributions already generated but not yet claimed (if any).

4.5 Other Suspension/Termination. In the event of regulatory requirements, compliance strategy changes, major security incidents, data source unavailability, anti-cheating needs, or force majeure, ShareX may suspend, adjust, or terminate distribution bookkeeping and/or claim functions and shall make reasonable efforts to announce.

Article 5 — Distribution

5.1 Source and Composition of Distribution. The User understands and agrees that Distribution (if any) under this Agreement is issued from an incentive pool/reward pool established and managed by ShareX. The funding sources of such pool may include resources contributed by ShareX based on product operations, ecosystem collaboration support, and other funds or resources lawfully obtained and used for the incentive purposes of this product (if any). ShareX makes no representation or commitment as to the size, duration, replenishment, or continuity of such pool.

5.2 Denomination and Display. Distribution is denominated and issued in USDT by default. If other supported currencies and/or networks are indicated on the relevant page, the page indication shall prevail.

5.3 Distribution Rules and Calculation Basis.

(a) When a PowerPass is in effective staking status, ShareX will conduct distribution bookkeeping based on the operational data and order performance of its corresponding Mapped Device.

(b) Without affecting the non-guaranteed nature of this Agreement, ShareX uses the Order Amount Metric generated by the Mapped Device during the staking period as a reference metric and distribution weight, and may use an expression such as Order Amount Metric × Distribution Rate as a reference for bookkeeping weight and/or a theoretical value (the "Reference Value").

(c) The Reference Value and any related display do not constitute any automatic transfer of real-world rent, consideration, or income, and do not constitute any payment claim against PowerNow or any third party. PowerNow operational data and order records are used only as reference evidence for distribution calculation, verification, correction, and verifiable display.

(d) ShareX may process the Reference Value to ensure that the total amount issued does not exceed the available quota of the incentive pool and remains consistent with disclosures in announcements and/or page displays. If ShareX adjusts statistical definitions, metric definitions, or distribution parameters for compliance, risk control, anti-cheating, technical, or operational needs, ShareX will state the effective time and applicable scope by announcement. Adjustments that are materially adverse to Users shall, in principle, apply only prospectively, except where required by law, regulation, or competent authority.

(e) Displayed values such as "cumulative distribution/rewards" are system bookkeeping results and may, due to validity verification, risk control, correction, or compliance handling, differ from the final amounts approved for claiming. The final claimable amount shown in the system and the related approval records shall prevail.

5.4 Impact of Mapping Changes on Distribution.

(a) If the User triggers a Mapping change via ShareX DApp operation or offline use, such change may directly affect the cumulative orders and distribution calculation results of such PowerPass across different Mapped Devices.

(b) Bookkeeping may be calculated and displayed separately for valid orders generated during each Mapping period on each device (non-pooled), subject to product implementation.

(c) The User understands and agrees that Mapping change choices and outcomes are borne by the User. ShareX does not provide business advice or any promise of returns.

5.5 Exclusivity Notice and Handling.

(a) Under the same PowerPass, ShareX-side Distribution bookkeeping/claim mechanisms and PowerNow-side Sharing Points shall not be repeatedly enjoyed for the same service-use event. The User understands and agrees that the two are governed by different rule systems and do not automatically substitute for or redeem each other. To prevent double counting or circumvention, ShareX and/or PowerNow may conduct verification and make necessary adjustments (including deferring inclusion, restricting claim, correction, or other handling) in accordance with their respective rules.

(b) The equivalence definition, handling order, delay, and correction mechanism for exclusivity handling shall be as specified in this Agreement, the Purchase Agreement, the PowerNow Terms, and applicable announcements. Any conflict shall be resolved pursuant to Article 11.4.

5.6 Non-guaranteed and Adjustable. The User understands and agrees that ShareX does not guarantee fixed returns or minimum returns. Actual claimable amounts depend on multiple factors including Mapped Device operational performance, valid order confirmation, data reconciliation and correction, compliance risk control, and incentive pool arrangements. Actual claimable amounts may be less than the Reference Value or may be zero. The incentive pool size, issuance mechanisms, issuance currency, and rules may be adjusted, suspended, or terminated due to compliance, risk control, technical, or operational factors.

Article 6 — Claim

6.1 Claim Request. The User may submit a claim request through the ShareX DApp, or through authorized integrated partner entry points (if applicable). Where supported, the User may choose to request in the form of on-chain assets (e.g., USDT) or in the form of partner points/quota (if applicable). Different claim forms may be subject to different rules, thresholds, and restrictions as indicated on the relevant page. A claim request is an application by the User and shall not be construed as immediate issuance or any promise of returns.

6.2 Claim Conditions. At the time of claiming, the User shall not have triggered account/address restrictions, freezes, or risk-control measures, and shall satisfy any minimum claim threshold or other claim rules (if any) as indicated on the relevant page and in announcements.

6.3 Claimable Amount for Request. The amount the User may submit for claiming shall be subject to system records and shall be net of amounts already claimed, approved but not yet claimed, and requested but pending processing (if any).

6.4 Review and Processing. After a claim request is submitted, ShareX may, as applicable, approve, partially approve, defer, reject, cancel, require resubmission, or correct the request, and system records shall prevail. After approval, the User may claim or withdraw (if applicable) according to page guidance. On-chain network fees (if any) shall be borne by the User unless otherwise indicated.

6.5 Attribution of Distribution. All rights and records relating to distribution bookkeeping, Distribution (if any), and claiming under this Agreement shall be attributed solely to the Staker Address recorded by the relevant staking contract and/or ShareX system, which shall be the sole basis for attribution. Such attribution shall not, by itself, transfer upon any transfer of the PowerPass. The Staker Address may be the User's self-custodied wallet address or the Custodial Account address. Under the Custodial Account model, instruction submission, delegated execution, and any transfer-out and/or withdrawal shall be governed by Article 3 and the applicable page rules/announcements.

6.6 Effect of Unstaking and Transfer on Claiming.

(a) After unstaking becomes effective, no new staking distribution is generated from the effective time.

(b) Distributions already included or already booked before the unstaking effective time remain attributed to the original Staker Address and may continue to be requested for claiming from that address and, upon approval, claimed.

(c) The User is not required to claim historical distributions before transferring out or transferring PowerPass. However, the ability to claim depends on the User's continued control of the original Staker Address and continued satisfaction of compliance requirements and risk controls.

(d) After PowerPass is transferred, the new holder may participate in subsequent distributions (if any) only after accepting this Agreement and staking again.

Article 7 — Violations, Abnormalities, and Risk Control

7.1 Abnormal/Fraud Handling. To maintain system fairness and compliance, ShareX may adopt measures against wash activity, fraud, rule circumvention, or data anomalies, including verification, correction, deferring or refusing inclusion, suspending or terminating Distribution bookkeeping, restricting claims, and other measures.

7.2 Compliance Restrictions. If the User triggers KYC/AML, sanctions, geographic restrictions, or other compliance risks, ShareX may restrict staking, unstaking, claiming, transfer, and other functions, and may require the User to provide supplemental information or take other measures.

7.3 Clawback and Correction. If, due to system errors, attacks, or data correction, booked amounts contain obvious errors, ShareX may correct in accordance with announced rules (including offsetting, deferring issuance, or clawing back amounts through future offsets where applicable), and shall make reasonable efforts to disclose the handling basis through system records and/or announcements.

Article 8 — Risk Disclosure

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

8.1 Non-guaranteed risk: Distribution may be zero and may fluctuate, be suspended, or be terminated.

8.2 Policy and compliance risk: regulatory regimes in different jurisdictions may affect staking, claiming, transfer, and availability of functions.

8.3 Technical risk: smart contracts, public blockchain congestion, node anomalies, cross-chain bridges, and wallet security issues may cause transaction failure, delay, or temporary inaccessibility of assets.

8.4 Operational and data risk: device shutdown, damage, site changes, and data delays/corrections may cause Distribution not to be counted or to be deferred.

8.5 Stablecoin and third-party risk: the USDT issuer, custody services, and third-party interfaces may have credit or operational risks.

8.6 Secondary market risk: no listing or liquidity is promised; price may fluctuate significantly.

8.7 Address/asset restrictions: if an address is subject to sanctions or law enforcement, functions may be restricted or assets frozen.

8.8 Custodial Account risk: under the Custodial Account model, on-chain operations are executed by ShareX on a delegated basis and may be affected by account security, compliance risk control, sanctions/law enforcement measures, system failures, or operational interruption, resulting in delays or unavailability of claiming, unstaking, transfer-out, and other operations.

Article 9 — Disclaimer and Limitation of Liability

9.1 No Warranty. To the maximum extent permitted by law, ShareX makes no express or implied warranties regarding:

(a) the continuity, stability, or error-free nature of the staking and distribution mechanism;

(b) the authenticity, completeness, accuracy, or fitness for a particular purpose of on-chain or off-chain data; or

9.2 Third Parties and Force Majeure. ShareX shall not be liable, to the extent permitted by law, for delays, failures, suspension, or losses caused by force majeure, blockchain incidents, or third-party service disruptions.

9.3 Liability Cap. Except as otherwise required by mandatory law, ShareX's total liability under this Agreement shall be limited to the consideration or fees actually paid by the User directly to ShareX under this Agreement; provided that such limitation shall not apply where liability may not be limited or excluded by applicable law.

9.4 Assumption of Risk. The User bears risks and losses relating to private key custody, misoperation, account theft, malware, and other security issues.

Article 10 — Data and On-chain Logging

10.1 For the User's staking, unstaking, claiming, and related functional usage under this Agreement, the User agrees that the data and privacy provisions of the Purchase Agreement and ShareX's privacy policy and platform rules, as published from time to time, shall apply.

10.2 For the purposes of performing this Agreement, compliance audits, and dispute handling, ShareX may log key operations as necessary. Where there are reasonable delays or corrections between on-chain and off-chain records, reviewed records shall prevail.

Article 11 — Amendments, Governing Law, and Conflict Rules

11.1 Amendments. ShareX may revise this Agreement due to product, technical, or compliance needs. Revised versions will be published via pages/announcements and become effective as stated therein. Continued use of staking functions constitutes acceptance of the updated Agreement.

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.

11.3 Survival. Provisions relating to data privacy, disclaimers and limitation of liability, and dispute resolution shall remain effective after termination of this Agreement.

11.4 Agreement System and Priority. This Agreement, together with the Purchase Agreement, the PowerNow Terms, and the applicable platform rules/announcements incorporated therein, constitutes the complete agreement system relating to PowerPass. In case of conflict:

(a) for on-chain staking, Distribution bookkeeping, claiming, and related matters, this Agreement shall prevail;

(b) for offline services, annual membership, device exchange, delegated sharing, and Sharing Points, the PowerNow Terms shall prevail; and

Staking & Distribution Agreement

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