Legal

ProbioMarkets.com Legal Structure Document Document Date: August 12, 2026 Version: 1.0 1. CORPORATE IDENTIFICATION 1.1 Legal Entity Information Legal Name: ProbioMarkets B.V. Legal Form: Besloten Vennootschap (Private Limited Liability Company) Company Registration Number: 8542182 Jurisdiction of Incorporation: Curaçao Date of Incorporation: 17.12.25 1.2 Legal Representation Legal Counsel: HBN Law & Tax https://hbnlawtax.com/ Curaçao 2. CORPORATE STRUCTURE 2.1 Company Type and Characteristics ProbioMarkets B.V. is a private limited liability company (Besloten Vennootschap) organized and existing under the laws of Curaçao. As a B.V., the company has the following characteristics: Limited Liability: Shareholders are only liable up to the amount of their capital contribution Separate Legal Entity: The company has full legal personality separate from its shareholders Share Capital: The company's capital is divided into shares Private Nature: Shares are not freely transferable and cannot be publicly traded without consent Board Structure: Managed by a board of directors appointed by shareholders 2.2 Shareholder Structure [The following information is confidential and maintained in accordance with Curaçao corporate law] Shareholders and their respective shareholdings are recorded in the company's share register Share transfers require board approval in accordance with the Articles of Association Current beneficial ownership information is maintained and available to regulatory authorities as required 3. GOVERNANCE STRUCTURE 3.1 Board of Directors The company is managed by a Board of Directors appointed by the shareholders in accordance with the Articles of Association. Board Composition: Directors are appointed for an indefinite term unless otherwise specified The board may consist of one or more directors as determined by shareholders Directors have both individual and collective authority as specified in the Articles of Association Board Responsibilities: Day-to-day management of the company Strategic decision-making Ensuring compliance with applicable laws and regulations Financial oversight and reporting Risk management 3.2 Management Authority The Board of Directors has the authority to: Represent the company in all legal matters Enter into agreements and execute documents on behalf of the company Hire employees and contractors Make operational and strategic decisions Delegate specific authorities as appropriate 4. BUSINESS ACTIVITIES 4.1 Primary Business Purpose ProbioMarkets B.V. operates as a technology company providing: Information Services: Delivering news and information about global current events through digital platforms Technology Platform: Operating a decentralized platform interface that enables users to interact with blockchain-based prediction market protocols on the Solana network Software Licensing: Licensing and operating software technologies related to prediction markets and blockchain applications 4.2 Scope of Operations The company's operations include but are not limited to: Platform Development: Creating, maintaining, and improving web-based interfaces and applications Information Aggregation: Collecting, curating, and presenting information about global events Blockchain Integration: Providing user interfaces that connect to decentralized protocols on the Solana blockchain User Services: Offering customer support, educational resources, and community engagement Technology Research: Advancing blockchain technology applications and prediction market mechanisms 4.3 Regulatory Positioning Important Clarifications: ProbioMarkets B.V. explicitly: Does NOT operate as a financial institution or money services business Does NOT operate a cryptoasset exchange or derivatives exchange Does NOT provide trade execution or clearing services Does NOT take custody of user funds or cryptoassets Does NOT provide investment advice or financial advisory services Does NOT control or operate the underlying Solana blockchain network Does NOT control the resolution of prediction market contracts The company operates as a technology services provider, offering software interfaces that enable users to independently interact with decentralized blockchain protocols. 5. REGULATORY COMPLIANCE FRAMEWORK 5.1 Applicable Laws and Regulations ProbioMarkets B.V. operates in compliance with: Curaçao Corporate Law Civil Code of Curaçao Commercial Register regulations Corporate governance requirements Anti-Money Laundering (AML) / Counter-Terrorist Financing (CTF) National Ordinance on the Reporting of Unusual Transactions National Ordinance on the Identification when rendering Services Guidance from the Financial Intelligence Unit (FIU) Curaçao Data Protection and Privacy Curaçao data protection regulations General Data Protection Regulation (GDPR) compliance where applicable Privacy policy implementation and enforcement International Sanctions Compliance United Nations Security Council sanctions U.S. Office of Foreign Assets Control (OFAC) sanctions European Union sanctions United Kingdom sanctions 5.2 Compliance Obligations The company maintains: AML/CTF Program: Risk-based customer due diligence procedures Transaction monitoring systems Suspicious activity reporting mechanisms Record-keeping in accordance with legal requirements Regular staff training on AML/CTF obligations Sanctions Screening: Automated screening against sanctions lists Ongoing monitoring of user jurisdictions Immediate action upon identification of sanctioned persons or entities Cooperation with law enforcement and regulatory authorities Geographic Restrictions: Geolocation verification systems VPN detection and blocking mechanisms Restriction of services to prohibited jurisdictions Regular updates to restricted territories list Data Protection: Privacy-by-design principles Data minimization practices User consent management Data subject rights fulfillment procedures Cross-border data transfer safeguards 5.3 Restricted Jurisdictions As detailed in the Terms of Use, ProbioMarkets B.V. does not offer trading services to persons or entities located in or residents of: United States of America United Kingdom France Ontario, Canada Singapore Poland Thailand Australia Belgium Taiwan Any jurisdiction subject to comprehensive sanctions (Iran, Syria, Cuba, North Korea, Crimea, Donetsk, Luhansk) Any other jurisdiction determined by the company to be restricted 6. FINANCIAL INFORMATION 6.1 Financial Year Financial Year: [January 1 - December 31] or [as specified in Articles of Association] 6.2 Financial Reporting The company maintains financial records in accordance with: International Financial Reporting Standards (IFRS) or Generally Accepted Accounting Principles applicable in Curaçao Annual financial statements prepared and filed as required by law 6.3 Banking and Payment Services The company maintains banking relationships with licensed financial institutions for: Corporate operating accounts Payment processing services Treasury management All banking relationships are established in compliance with applicable banking regulations and AML/CTF requirements. 6.4 Tax Compliance Tax Residency: Curaçao Tax Identification Number: 57323****23 Tax Obligations: Corporate income tax compliance in Curaçao Value Added Tax (OB - Omzetbelasting) registration and compliance where applicable Payroll tax obligations for employees Withholding tax compliance as required International tax treaty considerations Tax Advisor: HBN Law & Tax 7. INTELLECTUAL PROPERTY 7.1 Trademarks and Branding Primary Marks: ProbioMarkets (registration pending/registered) ProbioMarkets logo and design marks Associated branding and trade dress 7.2 Technology and Software The company owns or licenses: Proprietary software code for platform interfaces Website designs and user interfaces Database structures and content API integrations and documentation Educational content and materials 7.3 Open Source Components Certain platform components may be developed using or integrate with open source software, including but not limited to: Solana blockchain protocols and tools Web3 libraries and frameworks Other open source components as documented All open source usage complies with applicable licenses (MIT, Apache 2.0, GPL, AGPL, etc.). 8. LEGAL AGREEMENTS AND POLICIES 8.1 User-Facing Agreements ProbioMarkets B.V. maintains the following binding agreements with users: Terms of Use - Governing all use of platform services Privacy Policy - Detailing data collection, use, and protection practices Cookie Policy - Explaining use of cookies and tracking technologies Acceptable Use Policy - Defining prohibited activities and conduct 8.2 Third-Party Agreements The company enters into various commercial agreements including: Software licensing agreements Cloud services and hosting agreements Payment processor agreements Professional services agreements (legal, accounting, technical) Marketing and partnership agreements 8.3 Employment and Contractor Agreements All personnel relationships are governed by: Employment contracts (for employees) Independent contractor agreements (for contractors) Non-disclosure agreements Intellectual property assignment agreements 9. INSURANCE AND RISK MANAGEMENT 9.1 Insurance Coverage The company maintains appropriate insurance coverage including: Professional liability insurance Cyber liability insurance Directors and officers (D&O) liability insurance General commercial liability insurance Property insurance (as applicable) 9.2 Risk Management Framework ProbioMarkets B.V. maintains a comprehensive risk management program addressing: Operational Risks: Platform availability and uptime Cybersecurity threats Technology failures Third-party service dependencies Compliance Risks: Regulatory changes Sanctions compliance AML/CTF requirements Data protection obligations Legal Risks: User disputes Intellectual property claims Contractual liability Regulatory enforcement Reputational Risks: User experience issues Security incidents Market manipulation concerns Public relations challenges 10. DISPUTE RESOLUTION 10.1 Arbitration Framework As specified in the Terms of Use, disputes are resolved through: Arbitration Venue: Curacao Governing Law: Curacao Arbitration Law Language: English Number of Arbitrators: One (1) 10.2 Class Action Waiver All disputes must be resolved on an individual basis. Class actions and class arbitrations are expressly prohibited. 10.3 Preliminary Dispute Resolution Before formal arbitration, parties must engage in good faith negotiations: Written notice of dispute provided 20-day response period 45-day negotiation window 90-day total pre-arbitration period 11. DATA PROTECTION AND PRIVACY 11.1 Data Controller Information Data Controller: ProbioMarkets B.V. Privacy Inquiries: privacy@probiomarkets.com 11.2 Data Processing Activities The company processes personal data for: User account management Platform service delivery Compliance and regulatory obligations Security and fraud prevention Analytics and platform improvement Customer support 11.3 Data Subject Rights Users have rights including: Access to personal data Rectification of inaccurate data Erasure ("right to be forgotten") Data portability Objection to processing Withdrawal of consent 11.4 International Data Transfers Personal data may be transferred internationally subject to appropriate safeguards: Standard contractual clauses Adequacy decisions Other lawful transfer mechanisms 12. CONTACT INFORMATION 12.1 General Inquiries Email: info@probiomarkets.com Website: https://www.probiomarkets.com Support: support@probiomarkets.com 12.2 Legal and Compliance Legal Counsel: HBN Law & Tax Compliance Inquiries: compliance@probiomarkets.com Legal Notices: legal@probiomarkets.com 12.3 Press and Media Media Inquiries: press@probiomarkets.com 13. AMENDMENTS AND UPDATES 13.1 Document Control Version: 1.0 Effective Date: August 12, 2026 Last Reviewed: August 12, 2026 Next Review Date: August 12, 2027 13.2 Amendment Process This corporate information document may be amended from time to time to reflect: Changes in corporate structure Regulatory updates Business evolution Legal requirements Material changes will be communicated through appropriate channels. 14. LEGAL DISCLAIMERS 14.1 Information Accuracy While every effort is made to ensure accuracy, this document is provided for informational purposes. For official corporate information, please refer to: Curaçao Commercial Register Filed Articles of Association Official corporate resolutions Filed financial statements 14.2 No Legal Advice This document does not constitute legal advice. Parties seeking legal guidance should consult with qualified legal counsel. 14.3 Forward-Looking Statements This document may contain forward-looking statements regarding business plans and operations. Actual results may differ materially. 15. CERTIFICATIONS AND ATTESTATIONS 15.1 Corporate Good Standing ProbioMarkets B.V. maintains good standing with the Curaçao Commercial Register and complies with all corporate filing requirements. 15.2 Authorized Representatives Only duly authorized directors and officers may represent the company in legal matters. Written authorization should be verified for all significant transactions. DOCUMENT CERTIFICATION This Corporate Information & Legal Structure Document has been prepared under the authority of the Board of Directors of ProbioMarkets B.V. For and on behalf of ProbioMarkets B.V. Legal Counsel Acknowledgment HBN Law & Tax acknowledges its role as legal counsel to ProbioMarkets B.V. and confirms the accuracy of legal information contained herein to the best of its knowledge.