// Terms. NEOPRIME Tokenholder Terms and Conditions

1.1 Binding terms

These NEOPRIME Tokenholder Terms and Conditions, together with any product supplement, risk disclosure, onboarding documentation, methodology document, fee schedule, transfer policy, privacy notice, smart contract rules, governance or protector arrangement, and other document incorporated by reference, form the agreement between the Issuer and each person who subscribes for, acquires, holds, receives, transfers, or otherwise deals in NEOPRIME.

By subscribing for, acquiring, holding, receiving, transferring, or otherwise dealing in NEOPRIME, a person agrees to be bound by these Terms.

1.2 Product documentation hierarchy

If there is an inconsistency between these Terms and any product supplement or transaction-specific document, the following order of priority applies unless expressly stated otherwise:

• any mandatory applicable law or regulation;
• any final signed subscription agreement or product supplement;
• any constitutional, shareholder, governance or Security Protector arrangement applicable to the Issuer or NEOPRIME;
• these Terms;
• the NEOPRIME methodology, FAQs, operational guides, and other explanatory materials.

1.3 No public offer where unlawful

NEOPRIME is not offered to any person in any jurisdiction where the offer, sale, distribution, subscription, acquisition, holding, or transfer of NEOPRIME would be unlawful or would require registration, licensing, authorization, approval, filing, or other action that has not been completed.

1.4 No advice

The Issuer does not provide investment, legal, tax, accounting, regulatory, financial, or other professional advice to Tokenholders. Each Tokenholder is responsible for obtaining independent advice before subscribing for, acquiring, holding, transferring, or disposing of NEOPRIME.

Each Tokenholder acknowledges that it is not relying on the Issuer nor the Security Protector or any of their respective affiliates or service providers for investment, portfolio construction, asset selection, valuation, tax, legal, regulatory or other advice.

In these Terms, unless the context requires otherwise:

Accrued Fees means fees, expenses, liabilities, reserves, taxes, costs, or other amounts that have accrued or are payable by, or allocated to, the Issuer or the NEOPRIME product and that may reduce NAV.

Approved Account means an account, wallet, trading venue account, or other destination approved by the Issuer for receipt, holding, transfer, or other permitted use of NEOPRIME.

Approved Subscription Asset means an asset accepted by the Issuer from time to time for the purpose of subscribing for NEOPRIME.

Base Reserve Asset means the reserve asset used as the reference asset for NEOPRIME NAV accounting and minting. Subscriptions made in other assets, including CC where accepted, may be converted into the Base Reserve Asset before minting.

Buyback means a discretionary or policy-based repurchase of NEOPRIME by or on behalf of the Issuer or the relevant treasury. A Buyback is not a redemption right.

CC means a payment asset that may be accepted for subscription and, if accepted, is converted into the Base Reserve Asset before minting. NEOPRIME is minted against the net converted amount, not raw CC.

Protected Assets means assets held by or for the Issuer and attributable to NEOPRIME, including Reserve Assets, proceeds, receivables, portfolio interests, and other assets attributable to NEOPRIME. Protected Assets are proprietary assets of the Issuer and no proprietary, beneficial, trust, security or custodial interest is granted to Tokenholders unless expressly stated in final signed product documentation.

Circulating NEOPRIME means the amount of NEOPRIME treated as outstanding for NAV-per-token calculations under the applicable methodology.

Compliance Perimeter means the onboarding, sanctions, wallet-screening, jurisdictional, transfer, venue, account, and other compliance controls applied by the Issuer.

Corporate Action means a portfolio-level event affecting a Portfolio Exposure, including an IPO, direct listing, acquisition, tender, merger, recapitalization, insolvency, restructuring, lock-up expiry, transfer event, or other liquidity or valuation event.

Intervention Event means an Insolvency Event or other serious default, governance failure or event specified in the Governance Protection Documents that may permit the Security Protector or another authorised person to exercise shareholder, director-removal, appointment, consent, veto or other governance rights in respect of the Issuer.

Fair Value means the value assigned to an asset or company position for NAV purposes under the valuation policy, using available pricing inputs and corroborating evidence.

GAV or Gross Asset Value means the gross value of assets before deduction of Accrued Fees, reserves, and liabilities.

NEOPRIME means the tokenised debt instrument issued by the Issuer under these Terms, representing a contractual claim against the Issuer calculated by reference to the NAV of the NEOPRIME product.

NEOPRIME Vehicle means the legal, contractual, operational and treasury structure through which the Issuer issues NEOPRIME and holds Reserve Assets and Portfolio Exposures as proprietary assets of the Issuer.

Insolvency Event means, in relation to the Issuer or any material product vehicle, bankruptcy, insolvency, liquidation, administration, receivership, winding-up, dissolution, moratorium, composition with creditors, appointment of an insolvency officer, analogous process, or any event specified as an insolvency, default or intervention event in the Governance Protection Documents.

Issuer means the Neoprime SPV, a BVI business company incorporated in the British Virgin Islands, or any successor issuer or product vehicle expressly designated under the applicable product documents.

KYC/KYB means know-your-customer and know-your-business review, including identity, beneficial ownership, control, sanctions, AML, source-of-funds, source-of-wealth, and related compliance checks.

NAV or Net Asset Value means the net asset value of the NEOPRIME product determined under the applicable methodology.

NAV per NEOPRIME means NAV divided by Circulating NEOPRIME, subject to the applicable methodology.

Notice means the third-party private-market data provider used as a valuation input for certain private-company marks within the NEOPRIME NAV framework.

Portfolio Exposure means the Issuer’s direct or indirect issuer-level asset position or contractual exposure to an eligible portfolio company, which may include direct shares, Layer 1 SPV interests, Layer 2 SPV interests, or permitted derivative exposure. Tokenholders have no proprietary or beneficial interest in any Portfolio Exposure. Layer 3 exposure is not permitted unless expressly added under revised product documentation.

Pre-Mint NAV per NEOPRIME means the NAV-per-token value used for a minting calculation immediately before a subscription is added to NAV.

Prohibited Person means a person prohibited from subscribing for, acquiring, holding, receiving, or minting NEOPRIME under these Terms, applicable law, sanctions rules, jurisdictional restrictions, or the Issuer’s compliance policies.

Reserve Assets means cash or approved assets held by or for the Issuer and reflected in NAV, including assets held before, between, or after deployment into Portfolio Exposures.

Reserve Sleeve means the portion of the NEOPRIME Vehicle that holds Reserve Assets.

Restricted Person means a person who may participate only if additional eligibility, investor-status, professional-client, accredited-investor, qualified-investor, or local-law requirements are satisfied.

Security Protector means the appointed entity or any successor or replacement person appointed in accordance with the Governance Protection Documents, to exercise specified shareholder, governance, oversight or intervention rights in connection with the NEOPRIME structure. The title “Security Protector” does not, by itself, create a charge, trust, security interest, fiduciary relationship or agency relationship in favour of Tokenholders.

Governance Protection Documents means the Issuer’s constitutional documents, shareholder arrangements, protector arrangements, services agreement, policies, resolutions, verification reports and any other documents implementing governance, activity-restriction, oversight or intervention protections for NEOPRIME debt holders.

Terms means these NEOPRIME Tokenholder Terms and Conditions, as amended from time to time.

Tokenholder means a person who holds NEOPRIME or has a contractual claim against the Issuer in respect of NEOPRIME, subject to these Terms and the Issuer’s records.

Whitelisted Wallet means a wallet approved to receive, hold, or transfer NEOPRIME under the Compliance Perimeter.

3.1 Debt instrument characterisation

NEOPRIME is intended to constitute a tokenised debt instrument or debenture of the Issuer. Each NEOPRIME is intended to represent a contractual claim against the Issuer by reference to the NAV of the NEOPRIME product, rather than direct ownership of any underlying asset.

NEOPRIME is designed to provide a contractual return calculated by reference to the performance of the NEOPRIME product’s NAV, which may include Reserve Assets, Portfolio Exposures, receivables, realised proceeds, and other product assets, less fees, reserves, liabilities and other deductions. The Issuer acts solely as principal in issuing NEOPRIME and holding issuer-level assets. Any service provider of the Issuer does not act as issuer, trustee, custodian, broker, dealer, agent, fiduciary or investment manager for Tokenholders.

3.2 Not a share, fund unit, deposit, or redemption instrument

Unless expressly stated otherwise in the final product documents, NEOPRIME is not:

• a share in the Issuer or any portfolio company;
• a registered equity interest in any underlying company;
• a unit in a fund, partnership, trust, or collective investment arrangement;
• a deposit or bank account;
• a custody receipt over specific assets;
• a governance token for the Issuer or any portfolio company;
• a redemption token or instrument carrying a holder redemption right; or
• an entitlement to dividends, tender proceeds, company-level distributions, or direct shareholder rights.

NEOPRIME is not intended to constitute a collective investment scheme, mutual fund, investment fund, pooled investment vehicle or similar arrangement.

3.3 Contractual return only

Any economic return to a Tokenholder is structured solely as a contractual obligation of the Issuer under these Terms and the applicable product documents. Tokenholder returns are not structured as direct participation in the profits, income, gains, losses, sale proceeds, dividends, tenders, or other distributions of any underlying company or asset.

3.4 No guarantee of value

NAV, NAV per NEOPRIME, market price, private-market marks, Reserve Asset values, and Portfolio Exposure values may increase or decrease. The Issuer does not guarantee that NEOPRIME will preserve capital, track any target price, trade at NAV, achieve any investment objective, or be liquid.

3.5 Official records

The Issuer may rely on smart contract records, custody records, transfer-agent records, issuer records, Approved Account records, or other books and records to determine ownership, eligibility, transfer status, minting, restrictions, and other matters relating to NEOPRIME.

3.6 No regulatory approval

No regulatory authority in the British Virgin Islands or any other jurisdiction has reviewed, approved or endorsed NEOPRIME, these Terms or any related product documentation. Regulatory characterisation may differ between jurisdictions and may change over time.

4.1 No beneficial or proprietary interest in underlying assets

Tokenholders have no beneficial interest, proprietary interest, trust interest, co-ownership interest, custody interest, security entitlement, or direct claim in or to any underlying asset, Portfolio Exposure, Reserve Asset, receivable, cash balance, security, company share, SPV interest, derivative, or other asset held by or for the Issuer. Tokenholders’ rights are contractual rights against the Issuer only and are not rights in any specific asset.

For the avoidance of doubt, holding NEOPRIME does not make a Tokenholder the registered owner, beneficial owner, equitable owner, shareholder, member, partner, creditor of any portfolio company, or holder of any company-level right in respect of any Portfolio Exposure.

For the avoidance of doubt, Tokenholders have no right to trace, claim, follow, or assert any equitable or proprietary remedy in respect of any underlying asset.

4.2 Assets held solely for the Issuer

All Reserve Assets, Portfolio Exposures, receivables, proceeds, and other assets attributable to the NEOPRIME product are held solely for the Issuer and are assets of the Issuer, subject to the Governance Protection Documents and applicable law.

The Issuer does not hold those assets as trustee, nominee, custodian, depositary, bailee, agent, fiduciary, or representative for Tokenholders.

4.3 Returns are issuer contractual obligations, not profit participation

The NEOPRIME product is structured so that any economic return to Tokenholders arises from the Issuer’s contractual obligations and NAV methodology. Tokenholders do not participate directly in profits of the Issuer, the NEOPRIME Vehicle, any SPV, any portfolio company, or any underlying asset.

Any positive economic outcome for a Tokenholder, including appreciation in NAV per NEOPRIME, secondary-market sale proceeds, or Buyback proceeds, arises from the contractual and product mechanics described in these Terms. It is not a direct distribution of underlying profits, dividends, capital gains, or company-level proceeds to Tokenholders.

4.4 No pooling of user assets for collective benefit

Subscription assets received from users are not held or pooled as client assets, trust assets, customer assets, or collectively owned assets for the collective benefit of Tokenholders.

Upon acceptance, conversion where applicable, and recognition by the Issuer, subscription assets become assets of the Issuer and may be reflected as Reserve Assets within NAV. Any aggregation of assets within the NEOPRIME product is issuer-level treasury and NAV accounting, not pooling of user assets for collective investment or collective benefit.

Each Tokenholder’s rights are contractual rights against the Issuer under these Terms and not rights in a common pool of assets owned by Tokenholders.

Any aggregation of assets at issuer level is solely for balance sheet, treasury and NAV accounting purposes and does not give rise to any collective investment arrangement, co-investment structure, pooled investment scheme or client asset arrangement.

4.5 No partnership, trust, agency, or fiduciary relationship

Nothing in these Terms creates a partnership, joint venture, trust, agency, fiduciary relationship, association, co-ownership arrangement, or similar relationship between Tokenholders and the Issuer, the Security Protector, any service provider, any portfolio company, or other Tokenholders. No fiduciary duties are owed by the Issuer or the Security Protector to Tokenholders except to the extent expressly and mandatorily imposed by applicable law.

4.6 No active investment management mandate from Tokenholders

NEOPRIME is intended to operate by reference to a defined product methodology, eligibility framework, valuation framework, compliance framework, and issuer-level treasury process. The Issuer does not accept discretionary investment management mandates from Tokenholders and does not manage assets on behalf of Tokenholders. The Issuer is not under any obligation to maximise returns, achieve any target performance, or act in the best financial interests of Tokenholders.

4.7 Limited implementation and administrative discretion

The Issuer and its service providers may exercise limited issuer-level discretion to operate the NEOPRIME product. This may include discretion relating to:

• applying eligibility, investability, and access criteria;
• choosing lawful acquisition or issuer-level reference position routes;
• applying valuation guardrails and NAV controls;
• managing Reserve Assets and the Reserve Sleeve;
• executing subscriptions, conversions, mints, transfers, and treasury operations;
• responding to Corporate Actions;
• applying issuer caps, concentration limits, methodology-driven adjustments, and replacement rules;
• suspending, delaying, rejecting, or reversing operations for compliance, legal, valuation, settlement, or operational reasons;
• deciding whether, when, and how to conduct Buybacks under the disclosed policy;
• maintaining settlement, wallet, venue, and transfer controls; and
• complying with applicable law and regulatory, sanctions, tax, accounting, and operational requirements.

Any such actions are undertaken at issuer level and do not constitute management of assets on behalf of Tokenholders. This discretion is structured as product implementation, administration, risk control, and issuer treasury discretion. It is not a discretionary investment management service provided to Tokenholders and does not create a duty to manage assets for Tokenholders individually or collectively. The Issuer may depart from or modify the methodology where it considers it necessary or appropriate.

5.1 Eligible users only

NEOPRIME is available only to persons who satisfy the Issuer’s eligibility, onboarding, compliance, jurisdictional, investor-status, wallet, and transfer requirements.

Technical ability to access a blockchain, wallet, smart contract, website, marketplace, bridge, or trading venue does not mean a person is eligible to subscribe for, acquire, hold, receive, mint, or transfer NEOPRIME.

5.2 Prohibited Persons

A Prohibited Person must not subscribe for, acquire, hold, receive, mint, transfer, or otherwise deal in NEOPRIME. Prohibited Persons include persons prohibited under Schedule 1, applicable law, sanctions restrictions, or the Issuer’s compliance policies.

Without limiting the foregoing, persons who are U.S. persons within the meaning of Rule 902 of Regulation S under the United States Securities Act of 1933, as amended, or persons acting for the account or benefit of U.S. persons, are prohibited from subscribing for, acquiring, or minting NEOPRIME unless the Issuer expressly provides otherwise in final product documentation and all applicable legal requirements are satisfied.

5.3 Restricted Persons

Restricted Persons may participate only if they satisfy all additional eligibility requirements applicable to their jurisdiction, status, and category. These may include professional-client, qualified-investor, accredited-investor, sophisticated-investor, institutional-investor, or similar requirements.

The Issuer may require evidence, certifications, declarations, professional confirmations, financial thresholds, entity documents, or other information before approving any Restricted Person.

5.4 Onboarding requirements

Before participating in primary minting or other controlled NEOPRIME activity, a person may be required to:

• create an account or register through an approved channel;
• complete KYC or KYB;
• pass AML, sanctions, fraud, and wallet-screening checks;
• provide source-of-funds or source-of-wealth information;
• provide tax, beneficial ownership, control, or regulatory information;
• use an Approved Account or Whitelisted Wallet;
• accept applicable terms, disclosures, risk acknowledgements, and product documents;
• certify eligibility and absence of prohibited status; and
• provide any additional information reasonably requested by the Issuer.

5.5 Wallet and account approval

A user may pass KYC/KYB but still be unable to receive, hold, mint, or transfer NEOPRIME if the relevant wallet, account, custodian, or venue is not approved.

Wallet approval may include wallet ownership verification, sanctions screening, transaction-history review, linkage to the onboarded user or entity, and whitelisting before issuance or transfer.

5.6 Ongoing compliance

Eligibility is continuing. The Issuer may require Tokenholders to refresh KYC/KYB information, update expired documents, confirm ongoing eligibility, re-verify wallet ownership, provide additional information, or satisfy new requirements following changes in law, regulation, risk profile, sanctions status, product design, venue access, or internal policy.

Failure to satisfy ongoing compliance requirements may result in suspension, transfer restriction, forced transfer, blocking, inability to mint, inability to receive Buybacks, or other measures permitted by these Terms.

6.1 Subscription process

An approved user may subscribe for NEOPRIME by transferring an Approved Subscription Asset to the subscription address, account, approved venue, or other process specified by the Issuer.

The Issuer may set minimum subscription amounts, maximum subscription amounts, subscription windows, cut-off times, settlement procedures, payment assets, conversion procedures, minting procedures, and other operational requirements.

6.2 Approved Subscription Assets

The Issuer may designate Approved Subscription Assets from time to time. Not all assets will be accepted. Accepted assets may change, be suspended, or be withdrawn at any time.

Where CC is accepted, CC functions as a payment rail and not as the NAV reference asset for minting. CC is converted into the Base Reserve Asset before minting.

6.3 Conversion before minting

If a subscription is made using CC or any other asset that must be converted, the relevant asset will be converted into the Base Reserve Asset or another approved reserve asset before minting. NEOPRIME is issued based on the net converted amount after applicable spreads, conversion costs, fees, settlement costs, taxes, expenses, or other deductions.

The Issuer is not responsible for adverse price movements, failed conversions, settlement delays, network issues, or other events affecting the value or timing of conversion, except to the extent expressly required by applicable law or final signed product documents.

6.4 Recognition in NAV

Once subscription proceeds have been received, converted where applicable, and recognised by the Issuer or its appointed service provider, they may become part of Reserve Assets and may be reflected in NAV, even if they have not yet been deployed into Portfolio Exposures.

Undeployed Reserve Assets form part of NAV. NEOPRIME can therefore be minted before capital is fully deployed into private-company positions or reference assets.

6.5 Mint amount

NEOPRIME is minted based on the Pre-Mint NAV per NEOPRIME and the net recognized subscription amount.

The indicative formula is:

Minted NEOPRIME = Net Subscription Amount / Pre-Mint NAV per NEOPRIME

Minting may occur automatically, manually, or through a claim process, depending on the final technical implementation.

6.6 Fractional tokens

NEOPRIME may be issued in fractional units, subject to token decimal precision, smart contract limitations, platform limits, and operational requirements.

6.7 No obligation to accept subscriptions

The Issuer may reject, delay, suspend, cancel, or reverse any subscription or minting request where it considers appropriate, including where there are compliance concerns, sanctions risks, incomplete information, failed settlement, failed conversion, pricing anomalies, NAV uncertainty, operational disruption, legal restrictions, or other risk events.

7.1 NAV-based pricing

The mint price of NEOPRIME is based on NAV per NEOPRIME at the time of minting, subject to the applicable methodology, valuation controls, and operational processes.

NEOPRIME is not priced based solely on secondary-market trading price, social sentiment, marketing preference, or discretionary treasury preference.

7.2 NAV components

NAV may include:

• Reserve Assets;
• Portfolio Exposures;
• receivables or realized proceeds;
• cash balances;
• other assets recognized under the methodology;
• less Accrued Fees, reserves, liabilities, expenses, taxes, and other deductions.

7.3 Core NAV formulas

The indicative formulas are:

7.4 Valuation inputs

The Issuer may use Notice as a primary valuation input for eligible private-company Portfolio Exposures. The Issuer may also use corroborating inputs where available or appropriate, including recent orderly trades, independent valuations or appraisals, public-market pricing after listing, comparable-company evidence, financing round data, internal marks, external marks, open bids and offers, or other relevant market evidence.

7.5 Valuation guardrails

The Issuer may apply valuation controls and guardrails, including:

• treating older pricing inputs as stale unless corroborated;
• requiring support for material valuation changes;
• documenting material source selection and valuation judgments;
• applying source weighting;
• applying pricing, oracle, API, or market-disruption controls;
• delaying or suspending minting where NAV cannot be fairly calculated;
• correcting errors or anomalies; and
• applying internal review before recognizing NAV updates for minting or other product purposes.

7.6 NAV not equal to secondary-market price

The secondary-market price of NEOPRIME may be above, below, or equal to NAV per NEOPRIME. The Issuer does not guarantee that any secondary market will exist, that market makers will provide liquidity, or that NEOPRIME will trade at or near NAV.

7.7 Errors and corrections

If the Issuer identifies a material error in NAV, minting, valuation, calculation, supply, wallet eligibility, conversion, settlement, or any related process, the Issuer may take corrective action consistent with applicable law, product documents, smart contract capabilities, and operational feasibility.

Corrective action may include recalculation, delayed issuance, cancelled issuance, adjusted issuance, correction entries, transfer restrictions, Buyback adjustment, disclosure, or other measures.

7.8 NAV calculation disclaimer

Tokenholders acknowledge that NAV is determined in accordance with the Issuer’s methodology and may involve estimates, assumptions and third-party data. The Issuer does not guarantee the accuracy, completeness or timeliness of NAV calculations.

8.1 Reserve Assets

Reserve Assets may include cash, the Base Reserve Asset, stable reserve assets, approved treasury assets, receivables, realized proceeds, or other approved assets. Reserve Assets form part of NAV.

At launch, or during periods of rapid subscriptions or limited deployment opportunities, a substantial portion of NAV may consist of Reserve Assets.

8.2 Portfolio Exposures

The NEOPRIME product is intended to provide a contractual return calculated by reference to the performance of a curated basket of large late-stage private companies that meet the Issuer’s eligibility, investability, valuation, transferability, custody, concentration, and legal requirements, without giving Tokenholders any direct or beneficial interest in those companies or related assets.

The investable universe is a candidate pool, not a guarantee of current holdings.

8.3 Issuer-level exposure routes

The Issuer may seek issuer-level exposure through the following routes, in the following order of preference unless otherwise determined by the methodology:

• direct shares;
• Layer 1 SPV;
• Layer 2 SPV;
• permitted derivative exposure or other contractual reference position.

Layer 3 exposure is not permitted unless expressly permitted under revised product documentation and separately reviewed from a legal and regulatory perspective.

8.4 Deployment over time

Deployment into Portfolio Exposures may occur over time and depends on transaction availability, legal feasibility, transferability, settlement, custody, pricing, concentration limits, issuer caps, jurisdictional restrictions, counterparty access, and other conditions.

Deployment affects the composition of NAV. It does not determine whether NEOPRIME can exist or be minted, because Reserve Assets also form part of NAV.

8.5 Methodology changes

The Issuer may update, supplement, replace, or clarify the NEOPRIME methodology where it considers appropriate, including to reflect changes in market conditions, investability, valuation data, corporate events, legal restrictions, product design, technical implementation, risk controls, or applicable law.

Material methodology changes may be disclosed through official channels where required or appropriate.

9.1 Transferability

NEOPRIME may be transferable across supported environments, subject to applicable law, the Compliance Perimeter, smart contract rules, wallet whitelisting, venue requirements, sanctions controls, jurisdictional restrictions, and any restrictions imposed by the Issuer from time to time.

9.2 Approved recipients only

A Tokenholder must not transfer NEOPRIME to any person, wallet, account, custodian, or venue that is not permitted to receive or hold NEOPRIME.

Transfers may be blocked, rejected, reversed, restricted, or otherwise controlled where required or permitted by these Terms, the smart contract implementation, the Compliance Perimeter, or applicable law.

9.3 Secondary markets

Liquidity is expected to come, if at all, from secondary markets, approved trading venues, market makers, private transactions, or policy-based Buybacks. The Issuer does not guarantee that any such liquidity will exist or be sufficient.

9.4 No redemption right

NEOPRIME is not redeemable by Tokenholders for cash, Reserve Assets, Portfolio Exposures, underlying company shares, securities, SPV interests, derivatives, receivables, or any other asset.

A Tokenholder has no right to require the Issuer to repurchase NEOPRIME, unwind Portfolio Exposures, sell assets, distribute proceeds, or redeem NEOPRIME at NAV or any other price.

9.5 No delivery of underlying assets

The Issuer will not deliver underlying Portfolio Exposures or Reserve Assets to Tokenholders. Tokenholders have no right to receive underlying shares, SPV interests, derivatives, tender proceeds, dividends, company-level distributions, or similar assets.

10.1 Corporate Actions handled at issuer level

Corporate Actions affecting Portfolio Exposures are handled at the issuer or product level, not at the individual Tokenholder level.

A Corporate Action may result in changes to NAV, valuation methodology, reserve balances, portfolio composition, lock-up treatment, disposal strategy, or Buyback activity.

10.2 IPOs and listings

If a portfolio company completes an IPO, direct listing, or other public-market listing, the Issuer may continue to hold the position, monetise part or all of the position, administer it subject to lock-up restrictions, or otherwise treat the position in accordance with the methodology, internal policy, legal restrictions, transfer limitations, and market conditions.

An IPO does not automatically trigger redemption, distribution, or payment to Tokenholders.

10.3 Tenders, acquisitions, mergers, and liquidity events

If a portfolio company is subject to a tender offer, acquisition, merger, recapitalisation, secondary liquidity event, or other liquidity event, the Issuer may elect to participate, decline to participate, sell, hold, restructure, or otherwise administer the position in accordance with the terms of the transaction, legal constraints, product methodology, and issuer-level policy.

10.4 Treatment of proceeds

Proceeds from Corporate Actions may be:

• retained as Reserve Assets;
• redeployed into eligible Portfolio Exposures;
• used in whole or part for Buybacks, subject to policy;
• applied to fees, expenses, liabilities, reserves, taxes, or other product costs;
• applied in accordance with the Governance Protection Documents following an Intervention Event; or
• applied in any other manner consistent with the product documents and applicable law.

10.5 Buybacks are not guaranteed

The Issuer may conduct Buybacks following liquidity events or under other circumstances, subject to policy, timing, market conditions, legal constraints, treasury decisions, smart contract capabilities, and operational feasibility.

Buybacks are not guaranteed, are not redemption rights, and do not create an obligation to repurchase NEOPRIME unless expressly stated in final binding documentation.

11.1 No security or collateral arrangement

Unless expressly stated in final signed product documentation, no charge, security interest, pledge, assignment, account control right, security trust or equivalent collateral arrangement is granted to Tokenholders over the Issuer’s assets or any underlying assets.

Debt-holder protection is intended to be achieved through governance and structural arrangements, including the Security Protector and restrictions in the Issuer’s constitutional documents. These arrangements do not create proprietary rights in favour of Tokenholders.

11.2 Treasury Structure

The Neoprime SPV legally owns the underlying assets, and issues the corresponding NEOPRIME debt. It is expected to have an independent board, including independent BVI directors and a director appointed by its shareholder.

The relationship with any service provider is expected to be governed principally by any services agreement between the service provider and the Issuer, under which it provides agreed origination, operational, tokenisation and related services.

11.3 Security Protector

A professional protector entity is expected to act as Security Protector with a mandate to exercise specified shareholder, governance, oversight or intervention rights in connection with the NEOPRIME structure. As shareholder of the Issuer, this entity is expected to have the ability to intervene, including by changing or removing directors, where permitted under the Governance Protection Documents.

11.4 No direct ownership despite governance protections

The existence of a Security Protector, independent board, constitutional restrictions, verification process or other governance protection does not mean that Tokenholders own the underlying assets. Tokenholders’ rights remain contractual rights against the Issuer only.

11.5 Verification of underlying assets

An independent auditor or other appropriate specialist may be engaged to verify ownership and unencumbered title to underlying assets, with the results of that verification intended to be made available to NEOPRIME holders where appropriate.

Any verification report is intended to provide transparency only and does not create a trust, charge, custody arrangement, representation, warranty, guarantee or direct proprietary interest in favour of Tokenholders.

11.6 Insolvency and enforcement limitations

Unless final signed product documents state otherwise, Tokenholders are creditors of the Issuer and do not have direct recourse to, or direct enforcement rights against, underlying assets. Any recovery will depend on the Issuer’s available assets, the operation of applicable law, and any Governance Protection Documents.

The following waterfall terms should also be noted:

costs, fees, expenses, indemnities and liabilities of the Issuer, administrator, liquidator, receiver, custodian, auditor, Security Protector or similar person may rank ahead of amounts available for Tokenholders;

taxes, duties, governmental charges and mandatory costs may reduce amounts available for Tokenholders;

other liabilities of the Issuer may rank ahead of, equally with, or otherwise affect NEOPRIME obligations, depending on the final product documents and applicable law;

amounts owed in respect of NEOPRIME will be calculated in accordance with these Terms, the applicable methodology and final product documentation;

reserves may be established for contingent, disputed, tax, regulatory, operational or other liabilities; and

any surplus will belong to the Issuer or another person legally entitled to it.

The final waterfall and any governance or intervention mechanics should be confirmed in the final product documentation and Governance Protection Documents.

11.7 Limitations on governance protections

The effectiveness, enforceability, priority, scope and value of any governance or Security Protector arrangement may depend on:

• the jurisdiction of the Issuer, custodian, bank, asset, SPV, counterparty, Security Protector or account;
• the nature, liquidity and transferability of the asset;
• transfer restrictions, shareholder approvals, board approvals, lock-ups, constitutional restrictions or company documents;
• filings, registrations, notices, corporate approvals, shareholder actions, director actions or other implementation steps;
• insolvency rules, clawback rules, preferences, stays, moratoria, avoidance powers or creditor-ranking issues;
• custody, settlement, verification and operational arrangements;
• valuation and realisation conditions;
• competing claims, liens, set-off rights, contractual rights or senior liabilities; and
• applicable law.

The Issuer does not guarantee that its assets, the Governance Protection Documents, the Security Protector arrangements, or any verification process will be sufficient to satisfy all NEOPRIME-related obligations following an Insolvency Event or Intervention Event.

11.8 Insolvency may impair recovery

If an Insolvency Event occurs, Tokenholders may suffer loss. NAV may decline, assets may be illiquid or difficult to realise, governance intervention may be delayed or ineffective, claims may be disputed, insolvency stays may apply, and available proceeds may be insufficient.

11.9 No ring-fencing unless expressly documented

Unless expressly stated in final signed product documents, assets reflected in NEOPRIME NAV should not be assumed to be secured assets, fully bankruptcy-remote assets, trust assets, client assets, segregated assets for Tokenholders, or assets held on behalf of Tokenholders.

Any bankruptcy remoteness, segregation, priority, ring-fencing, governance protection or secured-creditor status exists only to the extent legally created and enforceable under the final legal structure and applicable law.

12.1 Issuer fees

The Issuer may charge fees in connection with NEOPRIME, including:

• subscription or minting fees;
• conversion fees, spreads, and execution costs;
• management, administration, servicing, or platform fees;
• custody, settlement, transfer, legal, accounting, audit, valuation, data, or operational fees;
• Buyback-related costs;
• secondary-market or venue fees, where applicable; and
• any other fee disclosed in the product documents or fee schedule.

12.2 Product-level fees reduce NAV

Fees, expenses, reserves, liabilities, and costs borne at the product level may reduce NAV and NAV per NEOPRIME.

12.3 Third-party costs

Tokenholders may incur third-party costs not charged directly by the Issuer, including gas fees, custody fees, exchange fees, broker fees, payment processing costs, foreign exchange costs, bank fees, tax costs, and other costs associated with wallets, accounts, custodians, venues, or payment methods.

12.4 Fee changes

The Issuer may update fees and costs from time to time, subject to applicable law, disclosure requirements, product documents, and any notice provisions in these Terms.

13.1 Product reporting

The Issuer may provide reporting regarding NEOPRIME, which may include:

• NAV methodology;
• NAV per NEOPRIME;
• high-level portfolio and Reserve Asset composition;
• material methodology updates;
• material Corporate Actions, where appropriate;
• fee updates;
• official product and deployment information; and
• risk, legal, or compliance updates.

The scope, frequency, and format of reporting may evolve over time.

13.2 No portfolio-company information rights

Tokenholders do not receive direct information rights in any portfolio company. The Issuer is not required to provide portfolio-company confidential information, shareholder materials, board materials, non-public financial information, or other information not expressly required under the product documents.

13.3 Official channels

Tokenholders must rely only on official Issuer channels for contract addresses, deployment details, vault addresses, subscription instructions, transfer routes, and product notices.

The Issuer is not responsible for losses caused by use of unofficial links, impersonators, incorrect addresses, phishing, spoofed communications, malicious interfaces, or unauthorized third-party materials, except to the extent liability cannot be excluded by applicable law.

Each Tokenholder represents, warrants, and undertakes on a continuing basis that:

• it has full power, authority, capacity, and legal right to enter into and comply with these Terms;
• it is not a Prohibited Person;
• if it is a Restricted Person, it satisfies all applicable eligibility requirements;
• it is not located in, resident in, organized in, incorporated in, or acting from a prohibited jurisdiction;
• it is not a U.S. person, and is not acting for the account or benefit of a U.S. person, unless expressly permitted under final product documentation;
• it is not subject to sanctions and is not owned or controlled by sanctioned persons;
• it will provide accurate, complete, and not misleading information to the Issuer;
• it will promptly update information if its status changes;
• it will use only Approved Accounts and Whitelisted Wallets where required;
• it will not transfer NEOPRIME to an ineligible person or unapproved wallet;
• it understands NEOPRIME is not redeemable;
• it understands it has no beneficial or proprietary interest in underlying assets;
• it understands assets are held solely for the Issuer, subject to any Governance Protection Documents and applicable law, and not for Tokenholders;
• it understands that the Security Protector arrangements do not create a charge, trust, security interest, fiduciary relationship or proprietary right in favour of Tokenholders;
• it understands returns are contractual obligations of the Issuer and not profit participation;
• it understands there is no pooling of user assets for collective benefit;
• it understands the Issuer does not provide discretionary investment management services to Tokenholders;
• it understands NEOPRIME involves significant risk and may result in loss; and
• it will comply with all applicable laws, regulations, tax obligations, and reporting requirements.

15.1 Issuer control rights

The Issuer may reject, delay, suspend, cancel, block, restrict, freeze, reverse, or otherwise control any subscription, minting, transfer, Buyback, wallet approval, account approval, or other activity where the Issuer considers it necessary or appropriate.

15.2 Grounds for action

Grounds for action include:

• incomplete or failed KYC/KYB;
• sanctions concerns;
• AML, fraud, or illicit-finance concerns;
• wallet or account ineligibility;
• prohibited jurisdiction or prohibited status;
• failure to provide requested information;
• false or misleading representations;
• failed payment settlement;
• failed or delayed conversion;
• pricing anomalies;
• oracle, API, valuation, or infrastructure disruption;
• material errors;
• legal, regulatory, tax, or operational risk;
• smart contract issues;
• transfer to an ineligible person;
• court order, regulatory request, or governmental action; or
• any other circumstance permitted by these Terms or applicable law.

15.3 Forced transfer, blocking, or other remediation

Where permitted by law and technically feasible, the Issuer may require or implement forced transfer, blocking, freezing, cancellation, clawback, restriction, sale, Buyback, or other remediation in respect of NEOPRIME held by or transferred to an ineligible person, Prohibited Person, unapproved wallet, sanctioned person, or person in breach of these Terms.

NEOPRIME involves significant risks. Tokenholders may lose some or all of the value of their NEOPRIME. Key risks include, without limitation:

16.1 Private-market risk

Portfolio Exposures may involve late-stage private companies whose valuations are uncertain, illiquid, difficult to verify, subject to transfer restrictions, and susceptible to rapid changes.

16.2 Valuation risk

NAV depends on valuation inputs, models, estimates, marks, third-party data, judgment, and operational processes. Valuations may be inaccurate, stale, contested, revised, or unavailable.

16.3 Liquidity risk

NEOPRIME is not redeemable. Secondary-market liquidity may be unavailable, limited, volatile, expensive, or subject to restrictions.

16.4 Deployment risk

Subscription proceeds may remain in Reserve Assets before being deployed into Portfolio Exposures. Deployment may be delayed, partial, unavailable, or more costly than expected.

16.5 Reserve Asset risk

Reserve Assets may be subject to counterparty risk, custody risk, bank risk, stable asset risk, settlement risk, FX risk, operational risk, and legal risk.

16.6 Corporate Action risk

IPOs, tenders, acquisitions, lock-ups, disposals, restructurings, or other Corporate Actions may increase or decrease NAV and may not result in Buybacks or distributions.

16.7 No ownership rights

Tokenholders do not own underlying assets, do not have portfolio-company voting rights, and do not have direct information rights.

16.8 Issuer credit and insolvency risk

Tokenholders are exposed to the credit risk and insolvency risk of the Issuer. There is no assurance that any governance protection, Security Protector arrangement, constitutional restriction, verification process, segregation, ring-fencing or issuer asset base will be sufficient or effective to protect Tokenholders.

16.9 Legal and regulatory risk

Laws, regulations, regulatory interpretations, sanctions rules, tax rules, and eligibility requirements may change and may adversely affect NEOPRIME, Tokenholders, transfers, minting, Buybacks, NAV, or product operation.

NEOPRIME may be characterised as a security, derivative, collective investment interest, virtual asset or other regulated instrument in certain jurisdictions, which may restrict its issuance, holding, transferability, liquidity or operation.

16.10 Technology risk

NEOPRIME involves blockchain, wallet, smart contract, custody, oracle, data, API, network, and cybersecurity risks. Technical failures, exploits, user error, key loss, phishing, or infrastructure disruption may cause loss.

16.11 Conflict risk

The Issuer, affiliates, service providers, counterparties, market makers, custodians, data providers, or trading venues may have conflicts of interest. The Issuer may manage conflicts in accordance with applicable policies and law.

16.12 Tax risk

The tax treatment of NEOPRIME may be uncertain, complex, and different across jurisdictions. Tokenholders are responsible for their own tax analysis and reporting.

17.1 No tax advice

The Issuer does not provide tax advice. Each Tokenholder is responsible for determining and satisfying its own tax obligations arising from subscribing for, acquiring, holding, transferring, selling, disposing of, or otherwise dealing in NEOPRIME.

17.2 Tax treatment may vary

Tax treatment may depend on the Tokenholder’s jurisdiction, tax residence, legal status, holding period, acquisition method, disposal method, accounting treatment, portfolio events, conversions, Buybacks, and other circumstances.

17.3 Records

The Issuer may provide transaction records, NAV reports, or other materials, but any such materials do not constitute tax advice and may not be sufficient for a Tokenholder’s tax reporting obligations.

18.1 Information requests

The Issuer may request information and documents from Tokenholders at any time for compliance, legal, regulatory, tax, sanctions, AML, operational, risk, audit, or product purposes.

18.2 Failure to respond

Failure to provide requested information may result in suspension, restriction, inability to mint, inability to transfer, inability to participate in Buybacks, forced remediation, or other action.

18.3 Disclosure to third parties

The Issuer may disclose Tokenholder information to affiliates, service providers, custodians, banks, counterparties, administrators, auditors, legal advisers, tax advisers, regulators, law enforcement agencies, courts, tax authorities, sanctions authorities, or other persons where required or permitted by law or product operation.

19.1 No guarantee

The Issuer does not guarantee capital preservation, liquidity, market price, NAV stability, deployment timing, portfolio performance, Buybacks, tax treatment, regulatory treatment, or secondary-market access.

19.2 Exclusion of indirect losses

To the maximum extent permitted by law, the Issuer and its affiliates and service providers are not liable for indirect, consequential, special, punitive, exemplary, or incidental losses, including lost profits, lost opportunities, trading losses, business interruption, or reputational loss.

19.3 Third-party services

The Issuer may rely on third-party data providers, custodians, administrators, banks, brokers, market makers, exchanges, blockchain infrastructure, oracle providers, auditors, counsel, valuation providers, and other service providers. The Issuer is not responsible for third-party failures except to the extent liability cannot be excluded by applicable law or final product documents.

19.4 Mandatory law

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

19.5 Liability cap

To the maximum extent permitted by applicable law, and except in the case of fraud, wilful misconduct or any liability that cannot lawfully be limited, the aggregate liability of the Issuer and its respective affiliates and service providers arising out of or in connection with these Terms or NEOPRIME shall not exceed the amount paid by the relevant Tokenholder to acquire the NEOPRIME giving rise to the claim.

19.6 Tokenholder indemnity

Each Tokenholder shall indemnify the Issuer and its respective affiliates and service providers against losses, liabilities, costs and expenses arising from that Tokenholder’s breach of these Terms, breach of representation, unlawful conduct, use of unapproved wallets or accounts, circumvention of transfer or jurisdictional restrictions, or failure to provide accurate compliance, tax or eligibility information.

20.1 Amendment rights

The Issuer may amend these Terms, the methodology, fees, eligibility requirements, transfer rules, compliance procedures, valuation procedures, supported chains, technical implementation, or other product documentation from time to time.

20.2 Notice

The Issuer may provide notice of material amendments through official channels. Amendments may take effect immediately if required for legal, regulatory, sanctions, tax, security, operational, valuation, or risk reasons.

20.3 Continued holding

A Tokenholder’s continued holding or use of NEOPRIME after an amendment takes effect constitutes acceptance of the amended terms, subject to applicable law.

21.1 Wind-down events

The Issuer may suspend, terminate, or wind down NEOPRIME where it considers appropriate, including due to legal changes, regulatory action, insufficient assets, lack of viable Portfolio Exposures, technology issues, market disruption, insolvency, sanctions, tax issues, or operational impracticability.

21.2 Wind-down process

A wind-down may involve suspension of minting, transfer restrictions, asset realisation, Reserve Asset management, Buybacks, implementation of any Governance Protection Documents, Security Protector action where applicable, cancellation of tokens, or other steps.

21.3 No guaranteed recovery

A wind-down may result in loss. Tokenholders are not guaranteed to receive NAV, market price, subscription amount, or any minimum amount.

22.1 Governing law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the British Virgin Islands.

22.2 Arbitration

Any dispute, controversy or claim arising out of or in connection with these Terms, NEOPRIME, any subscription, minting, transfer, holding, Buyback, NAV calculation, Governance Protection Document or the operation of the NEOPRIME product, including any question regarding the existence, validity, interpretation, breach or termination of these Terms, or any non-contractual obligations arising out of or in connection with them, shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre in accordance with the BVI IAC Arbitration Rules in force at the time the arbitration is commenced. The seat of arbitration shall be the British Virgin Islands. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

22.3 Confidentiality

The arbitration proceedings, all materials submitted in connection with the arbitration, and any award issued by the tribunal shall be confidential, except where disclosure is required by law, regulation, a court of competent jurisdiction, or for the purposes of enforcing or challenging an award.

22.4 Injunctive relief and compliance actions

The Issuer may seek injunctive, equitable, or other urgent relief in any competent forum where necessary to protect the product, enforce eligibility restrictions, comply with law, preserve Protected Assets, prevent unauthorised transfers, or address fraud, sanctions, security, or operational risk.

1. Prohibited jurisdictions and persons

Individuals residing in or citizens of, and entities organized under the laws of or with a principal place of business in, any jurisdiction listed below are prohibited from subscribing for, acquiring, holding, receiving, or minting NEOPRIME, unless the Issuer expressly determines otherwise in accordance with applicable law:

Afghanistan

Belarus

Canada

Crimea, Donetsk People’s Republic, Luhansk People’s Republic, Kherson and Zaporizhzhia regions of Ukraine, and the city of Sevastopol

Cuba

Democratic People’s Republic of Korea

Iran

Libya

Myanmar

Russia

Somalia

South Sudan

Sudan

Syria

United States, including any state, possession, territory, or federal district

Venezuela

Persons located in, or placing subscription requests from within, the United States or any of its states, possessions, territories, or federal districts, and persons who are U.S. persons within the meaning of Rule 902 of Regulation S under the United States Securities Act of 1933, as amended, or acting for the account or benefit of any such person, are prohibited from subscribing for, acquiring, or minting NEOPRIME unless expressly permitted under final product documentation.

If Prohibited Persons directly or indirectly hold, in the aggregate, 50% or more beneficial ownership or control of any entity, such entity may also be prohibited from subscribing for, acquiring, holding, receiving, or minting NEOPRIME.

2. Restricted jurisdictions

Persons in the following jurisdictions may be required to satisfy additional eligibility requirements before NEOPRIME may be issued, held, or transferred to them. The table is indicative only and does not amend, replace, or supersede applicable law.

The NEOPRIME investable universe begins with a candidate universe of large private, pre-IPO companies by reference valuation. Inclusion in the candidate universe does not guarantee current holdings.

A company may be considered for inclusion only if it satisfies the Issuer’s eligibility, valuation, investability, transferability, legal, custody, settlement, and portfolio-construction requirements.

The methodology is intended to identify and reference large investable pre-IPO companies, not merely the largest theoretical companies. Selection and methodology-based weighting parameters may consider:

• company size and reference valuation;
• sector relevance and thematic importance;
• financing history and market maturity;
• Notice pricing coverage and valuation confidence;
• expected liquidity pathway;
• transaction accessibility;
• legal, board, shareholder, transfer, or contractual restrictions;
• jurisdictional feasibility;
• concentration limits;
• issuer caps;
• liquidity-aware weighting adjustments;
• reserve buffers; and
• replacement, methodology-based adjustment, or removal rules.

The universe may be reviewed monthly and subject to methodology-based adjustment quarterly, with ad hoc removals where legal, transfer, liquidity, or investability conditions materially change.

The intended minting flow is:

1. Onboarding and wallet approval
2. → Subscription deposit
3. → Conversion if CC or another non-base asset is used
4. → Recognition of net amount as Reserve Assets
5. → Calculation of Pre-Mint NAV per NEOPRIME
6. → Minting of NEOPRIME
7. → Holding in Reserve Sleeve pending deployment
8. → Deployment into eligible Portfolio Exposures over time
9. → Ongoing NAV updates

NEOPRIME may be minted before the portfolio is fully deployed because Reserve Assets form part of NAV.

At launch, the elastic mint fee does not apply. It may become active only once there is active and reliable secondary trading for NEOPRIME.

If the secondary-market price of NEOPRIME is at or below NAV, the elastic mint fee is expected to be zero.

If the secondary-market price of NEOPRIME is above NAV, the elastic mint fee may be calculated as 1% of the premium, where:

The exact market price source, observation window, activation criteria, and fee mechanics will be disclosed before this fee becomes active.

NEOPRIME is currently intended to be available on Canton Network only, unless the Issuer announces otherwise through official channels.

NEOPRIME is expected to use slice-based contracts by Digital Asset or other technical infrastructure approved by the Issuer. Official deployment details, contract information, vault addresses, and technical instructions will be published through official channels.

Tokenholders must verify they are interacting with official NEOPRIME contracts, vaults, wallets, custodians, accounts, and product interfaces before sending funds or initiating any transaction.

Buyback: A discretionary or policy-based repurchase of NEOPRIME. A Buyback is not redemption.

Candidate universe / reference universe: The set of companies that may be considered for inclusion. It is not a list of guaranteed holdings.

Compliance Perimeter: The controls governing eligible users, wallets, venues, accounts, transfers, and jurisdictions.

Corporate Action: A portfolio event such as an IPO, tender, acquisition, merger, recapitalization, or restructuring.

Fair Value: The valuation assigned to an asset or company position for NAV purposes.

GAV: Gross asset value before deduction of fees, reserves, and liabilities.

NEOPRIME NAV: The net value of assets attributable to the NEOPRIME product after applicable deductions.

NEOPRIME NAV per token: NAV divided by Circulating NEOPRIME.

Portfolio Exposure: Direct or indirect issuer-level asset position or contractual exposure to an eligible portfolio company.

Pre-Mint NAV per NEOPRIME: NAV per NEOPRIME used for minting immediately before a subscription is added to NAV.

Redemption: A holder right to return tokens to the issuer for cash or underlying assets. NEOPRIME does not provide redemption rights.

Reserve Assets: Cash or approved assets that form part of NAV and may be held before, between, or after deployment.

Governance Protection Documents: Documents implementing governance, activity-restriction, oversight or intervention protections for NEOPRIME debt holders.

Stake Value: The value attributable to the Issuer’s ownership percentage in a company position.

Subscription: Deposit of an Approved Subscription Asset to receive newly minted NEOPRIME, subject to eligibility and approval.

Valuation Guardrails: Controls intended to support fair and consistent NAV calculation.

Whitelisted Wallet: A wallet approved to receive, hold, or transfer NEOPRIME.