Terms and Conditions of the Exchange Offer

PARTIES AND ROLE

1. These Terms constitute a direct contractual relationship between (i) each Token Holder accepting the Exchange Offer in accordance with clause 6 below, (ii) Efforce, as the entity procuring the repossession of the WOZX Tokens and bearing the obligation to deliver the TI Shares to the Token Holder, and (iii) JMD, which transfers the TI Shares to the Token Holder pursuant to a back-to-back instruction issued by Efforce. Efforce is the operative counterparty of the Token Holder; JMD is the registered transferor of the TI Shares for corporate-law and registry purposes only.
2. The repossession of WOZX Tokens against TI Shares is structured, on the Efforce side, as a single contractual transaction with the Token Holder. Title to the TI Shares is conveyed directly from JMD to the Token Holder in execution of the same transaction, by reason of, and conditional upon, Efforce's receipt of the WOZX Tokens. The Parties expressly exclude any qualification of the transaction as a tripartite swap or as an independent sale by JMD to the Token Holder.
3. Efforce represents and warrants that JMD has irrevocably committed, by separate written undertaking enforceable by Efforce, to transfer to each Token Holder the number of TI Shares corresponding to the WOZX Tokens received by Efforce in accordance with these Terms. JMD represents and warrants to each Token Holder that it holds full legal and beneficial title to a sufficient number of TI Shares to satisfy the Exchange Offer .

DEFINITIONS AND INTERPRETATION

In these Terms, unless the context otherwise requires:

"Acceptance" means the irrevocable acceptance of the Exchange Offer by a Token Holder, perfected as described in clause 6.

"Acceptance Period" means the period during which Token Holders may accept the Exchange Offer, commencing on the Opening Date and ending on the Closing Date.

"Assignment Agreement" means the share transfer instrument, in the form annexed to the Exchange Portal documentation, executed by JMD in favour of the Token Holder and countersigned by the Token Holder, by means of which legal title to the TI Shares is conveyed for registry purposes.

"Business Day" means any day other than a Saturday, Sunday or public holiday in Zurich, Switzerland.

"Closing Date" means the date on which the Acceptance Period expires, as published on the Exchange Portal and notified by WOZX at least ten (10) Business Days in advance.

"CO" means the Swiss Code of Obligations.

"Encumbrance" means any pledge, lien, charge, security interest, option, right of first refusal, pre-emption right, third-party right or claim, or other restriction of any kind.

"Exchange Portal" means the website operated by Efforce at kyc.jmdbuywozx.com through which Token Holders are onboarded by the Escrow Agent, accept these Terms, declare the Token Holder Wallet and execute the transactions contemplated hereby.

"Exchange Ratio" means the number of TI Shares to be delivered for each WOZX Token tendered, calculated as follows:

(a) The Reference Price shall be the volume‑weighted average closing price of one TI Share on the principal trading venue where TI Shares are admitted to trading, on the Business Day immediately preceding the Opening Date (the "Preceding Trading Day"), as published by that trading venue.

(b) The Exchange Price per TI Share shall be equal to 1.5 × US$0.08 = US$0.12.

(c) The Exchange Ratio shall be: Exchange Ratio = Exchange Price per TI Share ÷ Reference Price, rounded down to the nearest whole WOZX Token per TI Share. For the avoidance of doubt, one TI Share is delivered for each number of WOZX Tokens equal to the Exchange Ratio.

(d) If no closing price is published on the Preceding Trading Day due to a trading suspension or market holiday, the Reference Price shall be the closing price on the last Business Day on which a closing price was published prior to the Preceding Trading Day. The Exchange Ratio shall be fixed and published on the Exchange Portal on the Opening Date and shall not change thereafter for the duration of the Exchange Offer.

"Exchange Wallet" means the blockchain address designated and controlled by the Escrow Agent, under instruction from Efforce, for the receipt of WOZX Tokens tendered in Acceptance, as notified to the Token Holder during the onboarding procedure described in clause 6.

"Longstop Date" means the date falling three hundred and sixty-five (365) solar days after the Opening Date, by which any Acceptance must be completed pursuant to clauses 5 and 6 and beyond which the Exchange Offer lapses ipso jure.

"Opening Date" means the date on which the Exchange Portal opens for Acceptances, as published on the Exchange Portal and notified by Efforce, marking the official launch of the Exchange Offer.

"Release Deed" means the unilateral declaration of waiver and release executed by the Token Holder in accordance with the clause on Waiver, Release and Absence of Pending Disputes and forming an integral part of the Acceptance.

"Released Parties" means, collectively, Efforce and its parents, subsidiaries, affiliates, directors, officers, employees, representatives, agents, advisors, successors and assigns; and "Released Party" means any one of them.

"Sanctions" means any economic, financial or trade sanctions or export controls administered or enforced by Switzerland (SECO), the United Nations, the European Union (and any Member State), the United Kingdom (OFSI) or the United States (OFAC).

"Settlement Date" means in respect of each Token Holder, the date on which the TI Shares are credited to the Token Holder in accordance with clause 7.

"TI" or "Troops Inc." means TROOPS Inc., a technology company incorporated under the laws of the Cayman Islands, foreign private issuer on Nasdaq under the symbol TROO, with registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, and principal office at Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong, registration number 191444, represented by Damian Thurnheer in his capacity as CEO, whose ordinary shares are admitted to trading on Nasdaq under ISIN KYG9094C1042.

"TI Shareholder" or "JMD" means JMD Corporate Services Limited, a company incorporated under the laws of Hong Kong, Business Registration No. 63808437, with registered office at Room 1401, 14/F, Chung Ying Building, 20 Connaught Road West, Sheung Wan, Hong Kong, in its capacity as registered transferor of the TI Shares to the Token Holders.

"TI Shares" means ordinary shares of TROOPS Inc., ISIN KYG9094C1042, having a par value of USD 0.004 each, in the form of book-entry securities maintained by the Transfer Agent.

"WOZX Token or Token" means the utility token issued by WOZX under the smart contract deployed at dato mancante nel documento on the [Ethereum/•] blockchain (contract address: dato mancante nel documento).

"Escrow Agent" means the regulated security firm appointed by Efforce in accordance with clause 6, acting as digital-onboarding operator, custodian of the Exchange Wallet, repository of executed counterparts and conduit for instructions to the Transfer Agent.

"Share Escrow Agent" means the regulated broker, custodian or escrow agent designated in writing by JMD (the Transferor) to hold the TI Shares pending satisfaction of the escrow release conditions. The initial Share Escrow Agent shall be dato mancante nel documento, unless JMD notifies Token Holders of a change on the Exchange Portal. "Transfer Agent" means the registrar appointed by TI to maintain its share register and to effect the registration of the Token Holders as holders of the TI Shares.

"Token Holder Wallet" means the blockchain address declared by the Token Holder during onboarding pursuant to clause 6, from which the WOZX Tokens must be tendered. The Token Holder Wallet must be a private, self-custodial address owned and operated by the Token Holder, and must not be an address controlled by a centralized exchange (CEX) or a decentralized exchange (DEX), an over-the-counter desk, a custodial wallet provider, a smart-contract pool or any other intermediated address.

1. In these Terms, headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" means "including without limitation"; references to a person include legal entities; and references to a clause are to a clause of these Terms.

NATURE AND PURPOSE OF THE EXCHANGE

1. The Exchange Offer is a contractual offer made by Efforce, as principal, to all Token Holders. The economic and legal substance of the transaction is the repossession by Efforce of WOZX Tokens issued under the smart contract referred to in clause 2, against the contemporaneous delivery to the Token Holder of TI Shares procured by Efforce from JMD by virtue of the back-to-back undertaking referred to in clause 1.3.
2. No cash consideration is paid by either side. The transaction is not a redemption nor an issuer call within the meaning of the WOZX Token terms of issuance, and the WOZX Token will continue to exist on the blockchain. Upon receipt by the Exchange Wallet, the WOZX Tokens may be retired, redirected or otherwise dealt with by Efforce at its sole discretion, the Token Holder having no residual right of any kind in respect of the tendered Tokens.
3. These Terms shall function, in respect of each individual Token Holder accepting the Exchange Offer, as a stand-alone bilateral agreement between such Token Holder and Efforce, with JMD bound towards the Token Holder solely as transferor of legal title to the TI Shares for registry purposes, in execution of the back-to-back undertaking owed to Efforce. Notwithstanding any reference, by form or by analogy, to a share purchase agreement, the Parties expressly acknowledge that (i) there is no signing event in the SPA sense, (ii) closing is asynchronous and conditional, (iii) an Escrow Agent is appointed in accordance with clause 6, and (iv) title to the TI Shares passes in accordance with clause 7.

"AS-IS, WHERE-IS" BASIS

1. The WOZX Tokens are tendered to Efforce on an "as-is, where-is" basis. The technical characteristics, governance, transferability, regulatory qualification and economic functionality of the WOZX Token are exhaustively defined by the smart contract code at the address set out in clause 2 and by the WOZX Token terms of issuance, publicly accessible at dato mancante nel documento. Efforce accepts the WOZX Tokens with no representation or warranty from any Token Holder, save for those expressly given in clause 8.
2. The TI Shares are delivered to the Token Holder on an "as-is, where-is" basis, subject exclusively to the representations and warranties expressly given by JMD in clause 8. The Token Holder accepts that no further representation, warranty, undertaking or guarantee is given as to the present or future value, marketability, liquidity, dividend yield or regulatory treatment of the TI Shares. For the avoidance of doubt, the 'as‑is, where‑is' basis expressly includes the absence of any guarantee or representation as to the future trading price or market performance of the TI Shares.

WAIVER, RELEASE AND ABSENCE OF PENDING DISPUTES

1. By accepting these Terms and executing the Acceptance procedure described in clause 6, the Token Holder irrevocably and unconditionally waives, releases and discharges the Released Parties from any and all claims, demands, actions, causes of action, proceedings, liabilities, costs and damages of any nature whatsoever, whether known or unknown, present or future, contingent or matured, contractual, tortious, statutory or otherwise, arising out of or in connection with the issuance, marketing, distribution, listing, functionality, valuation or performance of the WOZX Token, or any conduct of the Released Parties prior to the Settlement Date in connection therewith. This waiver and release is intended to operate to the fullest extent permitted by law and shall constitute, where applicable, an irrevocable acquittance and final settlement within the meaning of articles 115 and 130 et seq. CO.
2. The Token Holder represents and warrants, as at the date of Acceptance and again as at the Settlement Date, that no judicial, arbitral, administrative or pre-litigation proceeding is pending, threatened or otherwise live, brought by or for the benefit of the Token Holder against any Released Party. Any Token Holder who is a party to, or beneficiary of, any such proceeding is ineligible to participate in the Exchange Offer for so long as that proceeding remains live.
3. A Token Holder who wishes to participate notwithstanding the existence of a live proceeding undertakes, as a condition precedent to the validity of the Acceptance, to procure the unconditional and definitive discontinuance of such proceeding in parallel with the Acceptance, including by signing and filing the procedural acts required for desistance, withdrawal of the action or consent-to-dismiss order, in such a manner that the proceeding is finally extinguished against the Released Parties on or before the Settlement Date. Failure to perfect such discontinuance by the Settlement Date entitles Efforce to declare the Acceptance void ab initio in accordance with clause 6.2, with the consequences set out therein.
4. The Released Parties who are not parties to these Terms (including the parents, subsidiaries, affiliates, directors, officers, employees, representatives, agents, advisors, successors and assigns of Efforce) are intended third-party beneficiaries of the waiver, release and discharge set out in this clause, which is stipulated for their benefit within the meaning of article 112 of the Swiss Code of Obligations, and each of them may invoke and enforce such waiver and release directly against the Token Holder.

ACCEPTANCE PROCEDURE

1. Acceptance of the Exchange Offer is a multi-step digital procedure operated by the Escrow Agent on behalf of Efforce. Acceptance is perfected by the cumulative and indivisible occurrence of the acts set out in clauses 6.2 to 6.6, which the Token Holder declares to be a single expression of consent.

(a) Digital onboarding. The Token Holder accesses the Exchange Portal, completes the KYC/KYT procedure conducted by the Escrow Agent, and declares the blockchain address from which the WOZX Tokens will be tendered (the "Declared Token Holder Wallet"). The Token Holder warrants that the Declared Token Holder Wallet is a private, self-custodial address owned and exclusively controlled by the Token Holder, and is not an address operated by, deposited with, or otherwise associated with any centralized exchange (CEX), decentralized exchange (DEX), over-the-counter desk, custodial wallet provider, smart-contract pool, mixer or any other intermediated address.

(b) Generation of executable documents. Upon completion of onboarding, the Escrow Agent generates (i) these Terms, personalized with the identity of the Token Holder, the Declared Token Holder Wallet, the number of WOZX Tokens to be tendered and the corresponding number of TI Shares; and (ii) the Assignment Agreement executed by JMD in favour of the Token Holder. Both documents are made available to the Token Holder in pdf form for download from the Exchange Portal.

(c) Manual execution. The Token Holder shall (i) sign these Terms by hand, (ii) countersign the Assignment Agreement, and (iii) re-deposit the executed counterparts with the Escrow Agent through the Exchange Portal.

(d) On-chain tender from the Declared Token Holder Wallet. Following deposit of the executed counterparts, the Token Holder shall transfer the WOZX Tokens from the Declared Token Holder Wallet (and from that wallet only) to the Exchange Wallet, in a whole multiple of the Exchange Ratio. Fractional tenders are treated in accordance with clause 6.6.

(e) Perfection. The Acceptance is perfected, and the contract between Efforce and the Token Holder becomes final and irrevocable, only upon receipt by the Exchange Wallet of the WOZX Tokens, tendered from the Declared Token Holder Wallet, confirmed on the relevant blockchain by no fewer than twelve (12) block confirmations. Until that moment, no contract is concluded between the Parties, notwithstanding the execution of the documents under clauses 6.2 and 6.3.

1. Wallet mismatch --- invalidity. If the WOZX Tokens are tendered from a wallet other than the Declared Token Holder Wallet, the Acceptance shall be void ab initio (nullité absolue), no contract shall be deemed to have been concluded between the Parties notwithstanding the execution of these Terms and of the Assignment Agreement, and the tendered WOZX Tokens shall be deemed irretrievably lost. Efforce, the Escrow Agent and JMD bear no liability of any kind for such loss, the risk thereof being expressly assumed by the Token Holder pursuant to article 100 CO to the maximum extent permitted by law.
2. Prohibition of tenders from exchanges or intermediated wallets. WOZX Tokens tendered from a wallet operated by, or interfacing with, a centralized or decentralized exchange or any other intermediated wallet cannot be reconciled by the Escrow Agent with an executed counterpart of these Terms and shall be irretrievably lost. The Token Holder expressly acknowledges this consequence, releases Efforce, the Escrow Agent and JMD from any liability in respect thereof, and undertakes not to rely on any contrary representation, however made.
3. Communication with the Transfer Agent. Upon perfection of the Acceptance under clause 6.2, the Escrow Agent shall instruct the Transfer Agent to register the Token Holder as holder of the TI Shares pursuant to the executed Assignment Agreement, in accordance with clause 7.
4. Discretionary refusal. Efforce may, at its sole discretion and without liability, refuse any Acceptance from a Token Holder who fails to complete the KYC/KYT procedure conducted by the Escrow Agent, who is established in or is a citizen or resident of a Restricted Jurisdiction (as defined on the Exchange Portal), who is subject to Sanctions, or whose Acceptance would, in the reasonable opinion of Efforce, infringe any applicable law. Where on-chain transfer of WOZX Tokens has occurred from the Declared Token Holder Wallet, the WOZX Tokens shall be returned, net of network fees, to that wallet within ten (10) Business Days, and no TI Shares shall be delivered.
5. Fractional tenders. Tenders that are not whole multiples of the Exchange Ratio shall be deemed Acceptances in respect of the largest whole multiple contained therein; the residual WOZX Tokens shall be returned to the Declared Token Holder Wallet within ten (10) Business Days, net of network fees, with no further compensation due.
6. Costs. The Token Holder bears any blockchain network fees (gas) incurred in tendering WOZX Tokens. JMD bears any fees and stamp duties (if any) relating to the registration of the TI Shares in the name of the Token Holder, save as expressly provided otherwise in clause 10.
7. Acceptance Window. From the Opening Date, Token Holders shall have three hundred and sixty-five (365) solar days to perfect their Acceptance pursuant to clauses 6.2 to 6.5. The Exchange Offer lapses ipso jure on the Longstop Date. WOZX Tokens not validly tendered by the Longstop Date remain in circulation and grant no residual right vis-à-vis Efforce or JMD under these Terms.

6.9 Grace Period

(a) Notwithstanding the expiry of the Acceptance Period on the Closing Date, Token Holders who have not validly accepted the Exchange Offer during the Acceptance Period shall be granted an additional grace period of two (2) calendar months (the "Grace Period") commencing on the day immediately following the Closing Date.

(b) During the Grace Period, any such Token Holder may still perfect an Acceptance in accordance with the procedure set out in clauses 6.1 to 6.5, provided that:

(i) all provisions of these Terms (including the Exchange Ratio as fixed on the Opening Date) shall apply mutatis mutandis; and

(ii) the Grace Period shall not extend the Longstop Date, which remains three hundred and sixty‑five (365) solar days after the Opening Date. For the avoidance of doubt, no Acceptance may be perfected after the Longstop Date.

(c) The Grace Period shall expire automatically at 23:59:59 UTC on the last day of the second calendar month following the Closing Date. Any Acceptance not perfected by the end of the Grace Period shall be permanently barred.

6.10 Final Bar of Claims and Disposal of Remaining TI Shares

(a) Bar of claims. Upon expiry of the Grace Period, any Token Holder who has not validly accepted the Exchange Offer (whether during the Acceptance Period or the Grace Period) shall have no further claims, rights, remedies, or recourse of any kind against Efforce, JMD, or any of the Released Parties, arising out of or in connection with the Exchange Offer, these Terms, the WOZX Tokens held by such Token Holder, or any alleged obligation to exchange such WOZX Tokens for TI Shares. This bar applies regardless of whether such Token Holder failed to accept due to oversight, technical issues, lack of information, or any other reason.

(b) Unfettered right of JMD to deal with remaining TI Shares. JMD shall have the absolute, unconditional and unfettered right to deal with, transfer, sell, pledge, retire, hold, or otherwise dispose of any TI Shares that have not been exchanged for WOZX Tokens pursuant to the Exchange Offer (including, for the avoidance of doubt, any TI Shares that were originally allocated for the Exchange Offer but remain unclaimed after the Grace Period). JMD may exercise such right without any further notice to, or consent from, any Token Holder, and without any obligation to account to any Token Holder for the proceeds or value derived therefrom.

(c) For the avoidance of doubt, the provisions of this clause 6.10 shall survive the termination or lapse of the Exchange Offer and shall be enforceable by Efforce and JMD as separate and independent contractual stipulations.

SETEMENT OF THE TI SHARES

1. No closing event in the traditional sense takes place. Settlement is sequential and conditional upon the events set out in this clause 7.
2. Within five (5) Business Days following the on-chain perfection of an Acceptance under clause 6.1(e), the Escrow Agent shall communicate to JMD and to the Transfer Agent a settlement instruction listing: (a) the identity of the Token Holder; (b) the number of WOZX Tokens received in the Exchange Wallet and the corresponding number of TI Shares to be registered; (c) the depository account or share-register entry to which the TI Shares are to be credited; and (d) confirmation that the WOZX Tokens were received from the Declared Token Holder Wallet (the "Settlement Instruction").
3. No later than fifteen (15) Business Days following the issuance of the Settlement Instruction, JMD shall, by virtue of the executed Assignment Agreement and the back‑to‑back undertaking owed to Efforce, procure the transfer of the relevant number of TI Shares to the Share Escrow Account (as defined in clause 7.8) by causing the Transfer Agent to register the Share Escrow Agent (or its nominee) as the holder of the TI Shares, with the Token Holder noted as the beneficial owner in the books of the Share Escrow Agent.
4. Legal title to the TI Shares shall be held by the Share Escrow Agent (or its nominee) from the date of registration in TI's share register. Beneficial ownership shall be held by the Token Holder subject to the release conditions in clause 7.8. Title and beneficial ownership shall pass fully to the Token Holder only upon the Release Event defined in clause 7.8(c).
5. If, by the Longstop Date, JMD has failed to procure the registration of the TI Shares in favour of a Token Holder whose Acceptance has been perfected under clause 6.1(e), that Token Holder is entitled, by written notice to Efforce, to: (a) demand specific performance of the share transfer obligation by JMD, with Efforce intervening to enforce the back-to-back undertaking; or (b) terminate the contract in respect of his/her/its Acceptance and require restitution of the WOZX Tokens tendered, in which case Efforce shall procure the return of such WOZX Tokens to the Declared Token Holder Wallet within ten (10) Business Days. The Token Holder's right to claim damages under clause 10 and applicable law (in particular articles 97 et seq. CO) remains unaffected.

7.6 Lock‑up Period

(a) The Token Holder agrees that any TI Shares received pursuant to this Exchange Offer shall be subject to a lock‑up period (the "Lock‑up Period") commencing on the Settlement Date and ending on the earlier of:

(i) the date on which the Crypto Exchange Platform (as defined below) first becomes operational and publicly announces that trading of TI Shares is available on such platform; or

(ii) the date on which the Transferor (JMD) gives its prior written consent to the Token Holder to transfer, sell, pledge or otherwise dispose of the TI Shares, such consent to be granted or withheld in JMD's sole discretion.

(b) During the Lock‑up Period, the Token Holder shall not, directly or indirectly, sell, transfer, assign, pledge, hypothecate, lend, grant any option over, enter into any derivative contract referencing, or otherwise dispose of or encumber any of the TI Shares, nor enter into any agreement or commitment to do any of the foregoing.

(c) "Crypto Exchange Platform" means a digital asset trading platform (centralised or decentralised) operated by Efforce or any affiliate thereof, or any third‑party platform designated by JMD in writing, on which TI Shares are made available for trading in tokenised form.

(d) Any purported transfer or disposition of TI Shares in violation of this clause 7.6 shall be null and void ab initio. JMD and TI shall be entitled to refuse to register any such transfer on TI's share register.

(e) The restrictions in this clause 7.6 shall cease to apply automatically upon expiry of the Lock‑up Period, and no further action by the Token Holder or JMD shall be required.

7.7 Token Holder's Responsibility for Depository and Compliance. The Token Holder acknowledges that the form of the TI Shares may require him/her/it to (a) hold a depository account with a qualified intermediary, (b) be approved by the board of directors of TI, or (c) comply with mandatory disclosure obligations. The Token Holder is solely responsible for compliance with such requirements. JMD and Efforce shall not be in breach of these Terms if registration is delayed solely as a result of the Token Holder's failure to satisfy such requirements; in such case, the time limits under clauses 7.2 and 7.3 shall be extended by the time reasonably required to remedy the deficiency.

7.8 Escrow of TI Shares

(a) Notwithstanding clause 7.4, legal and beneficial title to the TI Shares shall not pass directly from JMD to the Token Holder upon registration in TI's share register. Instead, the TI Shares shall be deposited with the Share Escrow Agent and held in an escrow account (the "Share Escrow Account") for the benefit of the Token Holder, subject to the release conditions set out in this clause 7.8.

(b) JMD shall procure that, within five (5) Business Days following the issuance of the Settlement Instruction under clause 7.2, the TI Shares are credited to the Share Escrow Account in the name of the Token Holder (or, if required by the Share Escrow Agent's operational model, in a segregated omnibus account clearly identified as holding assets for the Token Holder).

(c) The TI Shares held in the Share Escrow Account shall be released to the Token Holder's own designated brokerage or depository account (the "Release Event") upon the earliest to occur of:

(i) the expiry of the Lock‑up Period defined in clause 7.6; or

(ii) a written instruction from JMD (the Transferor) to the Share Escrow Agent authorising the release.

(d) Until the Release Event, the Token Holder shall have no right to transfer, pledge or otherwise deal with the TI Shares. The Token Holder shall, however, be entitled to all economic rights attaching to the TI Shares (including dividends and voting rights), to be exercised through the Share Escrow Agent or as otherwise directed by JMD in good faith.

(e) The Share Escrow Agent shall act in accordance with JMD's instructions with respect to the Share Escrow Account. The Token Holder acknowledges and agrees that the Share Escrow Agent is not a party to these Terms and owes no duty directly to the Token Holder, save as provided in any separate escrow agreement between JMD and the Share Escrow Agent, a copy of which shall be made available to the Token Holder upon request.

(f) All fees, costs and expenses of the Share Escrow Agent shall be borne by JMD, except where the delay or default of the Token Holder causes additional charges, in which case such charges shall be borne by the Token Holder.

REPRESENTATIONS AND WARRANTIES OF THE TI SHAREHOLDER

1. JMD makes to each Token Holder, on the date of the Token Holder's Acceptance and again on the Settlement Date, only the representations and warranties set out in clauses 8.2 (Capacity and authority) and 8.3 (Title to and free transferability of the TI Shares). All other representations and warranties, whether express or implied, statutory or otherwise, including but not limited to those that would otherwise arise under articles 197 et seq. of the Swiss Code of Obligations, and including any representations concerning the status, financial condition, business, assets, compliance, litigation, or prospects of TI (Troops Inc.), are hereby expressly excluded and disclaimed to the maximum extent permitted by law.
2. Capacity and authority.

(a) JMD is a company duly incorporated and validly existing under the laws of Hong Kong, with full corporate power and authority to enter into these Terms and to perform the transactions contemplated hereby;

(b) these Terms and the Assignment Agreement constitute valid and legally binding obligations of JMD, enforceable against it in accordance with their terms;

(c) no consent, authorisation, approval, licence, permit, registration or filing with any governmental, regulatory or other authority is required for the execution and performance by JMD of these Terms and of the Assignment Agreement, save for those that have been obtained or made and are in full force and effect;

(d) the execution and performance of these Terms and of the TIAssignment Agreement by JMD do not and will not conflict with, or constitute a breach of, (i) its constitutional documents, (ii) any law, regulation, court order or administrative ruling applicable to it, or (iii) any contract or instrument to which it is a party or by which it is bound.

1. Title to and free transferability of the TI Shares.

(a) JMD is the sole legal and beneficial owner of the TI Shares to be delivered to the Token Holders pursuant to these Terms and to the Assignment Agreement;

(b) the TI Shares are validly issued, fully paid up, non-assessable and free and clear of any Encumbrance;

(c) there is no agreement, arrangement, option, right of first refusal, pre-emption right, shareholders' agreement or other commitment of any kind under which any person has, or could have, the right to acquire any TI Share, save for any statutory restriction on transferability set out in TI's by-laws and disclosed in writing to the Token Holder prior to Acceptance;

(d) JMD has full right, power and authority to transfer the TI Shares free and clear of any Encumbrance and, upon registration in the share register of TI or credit to the depository account of the Token Holder (as applicable), the Token Holder will acquire good and marketable title to the TI Shares;

(e) the TI Shares are not, and at the Settlement Date will not be, the subject of any seizure, attachment, freezing order, injunction or other judicial or administrative measure.

8.4 No Guarantee of Future Share Price

(a) JMD expressly disclaims, and the Token Holder acknowledges and agrees, that no representation or warranty, express or implied, is made by JMD or any of its affiliates, directors, officers, employees or agents regarding the future trading price, market value, liquidity, volatility, or any price movement (upward or downward) of the TI Shares after the Settlement Date.

(b) The Token Holder acknowledges that the price of TI Shares may fluctuate materially due to factors wholly outside JMD's control, including market conditions, the financial performance of TI, regulatory developments, and general economic conditions. JMD shall not be liable for any loss, depreciation, or opportunity cost arising from any change in the value of the TI Shares.

(c) Nothing in clause 8.4 shall be deemed to limit or exclude liability for fraud, wilful misconduct or gross negligence, or to override any mandatory provision of applicable law.

8.5 Reliance on Public Filings Only

(a) The Token Holder acknowledges and agrees that JMD does not make, and has not made, any representation or warranty of any kind whatsoever concerning the legal, regulatory, financial or operational status of Troops Inc. ("TI"), its subsidiaries, its business, its assets, its compliance with laws, its litigation history, its insider information, or any other matter relating to TI, except solely for the representations set out in clauses 8.2 and 8.3.

(b) The Token Holder further acknowledges that it has been given the opportunity to review, and has relied or shall rely exclusively upon, TI's publicly available filings and disclosures, including but not limited to its articles of incorporation, by‑laws, annual reports, financial statements, stock exchange announcements, prospectuses (if any), and any other information publicly disclosed by TI in accordance with applicable securities laws and stock exchange rules.

(c) Without limiting the generality of the foregoing, the Token Holder:

(i) confirms that it has not received from JMD any non‑public information regarding TI (whether financial, operational, legal or otherwise);

(ii) agrees that it is solely responsible for conducting its own due diligence on TI based exclusively on public sources; and

(iii) waives any claim against JMD arising out of or in connection with the accuracy, completeness or timeliness of any public filing of TI, or the absence of any disclosure by TI.

(d) For the avoidance of doubt, nothing in this clause 8.5 limits the liability of JMD for breach of the representations in clause 8.2 or 8.3, or for fraud, wilful misconduct or gross negligence.

REPRESENTATIONS AND WARRANTIES OF THE TOKEN HOLDER

Each Token Holder represents and warrants to and to JMD, on the date of Acceptance and again on the Settlement Date, that:

(a) the Token Holder is of legal age and has full legal capacity (or, if a legal entity, is duly incorporated and validly existing) and is duly empowered to enter into these Terms;

(b) the Token Holder is the sole legal and beneficial owner of the WOZX Tokens tendered, which are free and clear of any Encumbrance, has full right, power and authority to transfer them to the Exchange Wallet, and the Declared Token Holder Wallet is a private, self-custodial address owned and exclusively controlled by the Token Holder and is not associated with any centralized or decentralized exchange, custodial wallet provider or other intermediated address;

(c) the Token Holder is not established in, a citizen of, or a resident of, a Restricted Jurisdiction, and the participation in the Exchange Offer is not prohibited or restricted under the laws applicable to the Token Holder;

(d) the Token Holder is not subject to Sanctions, and the WOZX Tokens tendered have a legitimate origin and do not derive, directly or indirectly, from any criminal activity;

(e) the Token Holder has independently assessed the legal, tax, regulatory and economic implications of the Exchange Offer in his/her/its own jurisdiction, has obtained any necessary professional advice, and is not relying on Efforce or JMD for any such advice;

(f) the Token Holder accepts the TI Shares on an "as-is, where-is" basis as described in clause 4, subject exclusively to the representations and warranties given by JMD under clause 8; and

(g) no judicial, arbitral, administrative or pre-litigation proceeding is pending, threatened or live, brought by or for the benefit of the Token Holder against any Released Party as defined in the clause on Waiver, Release and Absence of Pending Disputes, and any such proceeding existing as at the date of Acceptance has been, or will be, definitively discontinued in accordance with the clause on Waiver, Release and Absence of Pending Disputes on or before the Settlement Date.

(h) The representations and warranties in this clause survive the Settlement Date. The Token Holder shall indemnify and hold harmless Efforce and the other Released Parties from and against any loss, liability, cost or expense (including reasonable legal fees and any regulatory penalty) arising out of or in connection with any breach or inaccuracy of any such representation or warranty, including any breach of the representations as to sanctions, legitimate origin of the WOZX Tokens, ownership and Restricted Jurisdiction status.

REMEDIES AND LIABILITY

1. In the event of a breach of any representation or warranty given by JMD under clause 8, the affected Token Holder is entitled, at his/her/its option and to the maximum extent permitted by mandatory law, to (a) specific performance by JMD, in respect of which Efforce shall use commercially reasonable efforts to enforce the back-to-back undertaking against JMD but shall not itself be liable for JMD's non-performance; or (b) restitution of the WOZX Tokens tendered against retransfer to JMD of any TI Shares received, in which case the WOZX Tokens shall be returned to the Declared Token Holder Wallet net of network fees. The remedies set out in this clause are cumulative and not exclusive.
2. No party shall be liable for indirect, consequential, punitive or exemplary damages, including loss of profit, loss of opportunity, loss of business or reputational damage, save in cases of fraud, wilful misconduct or gross negligence and save to the extent such limitation is prohibited by mandatory law. Save in cases of fraud, wilful misconduct or gross negligence, and to the maximum extent permitted by mandatory law, the aggregate liability of Efforce and the other Released Parties to any Token Holder arising out of or in connection with these Terms and the Exchange Offer shall not exceed the value of the WOZX Tokens tendered by that Token Holder, determined as at the Settlement Date.
3. Claims under clause 8 must be notified in writing to JMD, with copy to Efforce, within thirty (30) days from the relevant Settlement Date, failing which they shall be time-barred. Claims arising from a breach of the representation under clause 8.3 (Title to and free transferability of the TI Shares) shall be time-barred only upon expiry of the ordinary statutory limitation period under article 127 CO.

TAXES AND FEES

1. Each Token Holder is solely responsible for any tax, duty, levy, withholding or social charge that may arise in his/her/its jurisdiction in connection with the disposal of WOZX Tokens and the acquisition of TI Shares. Where Efforce, JMD or any intermediary is required by applicable law to withhold or deduct any amount in connection with the Exchange Offer, it may do so and shall account for the withheld amount to the relevant authority, and any sum so withheld shall be treated as having been delivered to the Token Holder.
2. Network fees (gas) incurred on the blockchain in connection with the tender of WOZX Tokens and any restitution thereof shall be borne by the Token Holder. Custody, registration and settlement fees charged by intermediaries or by the Transfer Agent in connection with the registration of the TI Shares shall be borne by JMD, save where mandatory law imposes otherwise on the Token Holder.

REGULATORY DISCLAIMERS

1. The Exchange Offer is not a public offering of securities within the meaning of the Regulations and is not subject to the prospectus requirements of any such Regulation. Should the Exchange Offer, by its size or its modalities, qualify as a public offer in any jurisdiction, Efforce reserves the right to restrict the Exchange Offer geographically or in such other manner as may be required to ensure compliance with applicable law.
2. The Exchange Offer does not constitute a public tender offer within the meaning of the Regulations, since it is not directed at the shareholders of TI as a class and is not aimed at acquiring control of TI. Should the Exchange Offer be reclassified as a public tender offer by the competent authority, Efforce and JMD shall be jointly entitled to suspend the Exchange Offer pending compliance with the applicable procedural requirements.
3. Efforce is not a financial intermediary. To the extent that the operation of the Exchange Portal could be deemed to involve money transmission activity, Efforce has put in place a KYC procedure consistent with Bahamian standards.
4. Nothing in these Terms shall be construed as investment advice, financial advice, tax advice or legal advice. Token Holders are urged to seek independent professional advice before accepting the Exchange Offer.

DATA PROTECTION

1. Personal data of Token Holders is processed by Efforce, in its capacity as data controller, and by the Escrow Agent, in its capacity as data processor, in accordance with the Bahamian Data Protection (Privacy of Personal Information) Act, the the Swiss Federal Act on Data Protection (FADP) and, to the extent applicable to the Escrow Agent and the Transfer Agent, the data protection legislation applicable to each of them in their respective jurisdictions Data Protection Act the Swiss Federal Act on Data Protection and, where applicable, Regulation (EU) 2016/679 (GDPR). The categories of data processed, the purposes of processing, the recipients of data (including JMD, TI, the Transfer Agent, custodians and competent authorities) and the rights of data subjects are described in the privacy notice available on the Exchange Portal.
2. By accepting these Terms, the Token Holder acknowledges that personal data may be transferred to TI and to the Transfer Agent for the purpose of recording the Token Holder in the share register and complying with disclosure obligations under applicable securities laws.

NOTICES

1. Notices to Efforce shall be sent in writing to dato mancante nel documento. Notices to JMD shall be sent in writing to JMD Corporate Services Limited, Room 1401, Chung Ying Building, 20 Connaught Road West, Sheung Wan, Hong Kong, with copy to Efforce. Notices to the Escrow Agent shall be sent in writing to dato mancante nel documento. Notices to a Token Holder shall be sent by e-mail to the e-mail address registered on the Exchange Portal and shall be deemed received on the day of dispatch, save proof of failure of transmission. Posting of a notice on the Exchange Portal in a dedicated section accessible to the Token Holder shall be deemed valid notice for the purposes of these Terms.

AMENDMENT

1. Efforce may amend these Terms only (a) with the prior written consent of JMD (such consent not to be required for corrections of manifest error, typographical or administrative changes, or amendments required to comply with applicable law), and (b) by giving Token Holders not less than fourteen (14) calendar days' prior notice on the Exchange Portal. No amendment shall apply to Acceptances perfected before the amendment becomes effective. A Token Holder who does not agree with the amendment may withdraw any pending Acceptance not yet perfected on the blockchain prior to the effective date of the amendment.

FORCE MAJEURE

1. Neither Efforce nor JMD shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay results from an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, action or omission of a governmental authority, change of applicable law, failure, malfunction, congestion, fork, reorganisation or attack of the relevant blockchain network or of any node, validator, oracle or smart contract on which the Exchange Offer relies, failure of the Exchange Portal, of the Escrow Agent or of the Transfer Agent, or unavailability of network connectivity (a "Force Majeure Event"). The affected party shall notify the other parties of the Force Majeure Event as soon as reasonably practicable and shall use commercially reasonable efforts to mitigate its effects. The time limits set out in these Terms, including the Acceptance Window and the settlement periods, shall be extended by the period during which the Force Majeure Event subsists. If a Force Majeure Event continues for more than ninety (90) days, Efforce may suspend or terminate the Exchange Offer without liability, in which case any WOZX Tokens received in the Exchange Wallet in respect of an Acceptance not yet settled shall be returned to the relevant Declared Token Holder Wallet, net of network fees.

ASSIGNMENT

1. No Token Holder may assign, transfer or otherwise dispose of any right or obligation under these Terms without the prior written consent of Efforce. JMD may not assign any of its obligations under these Terms; Efforce may assign its rights to receive the WOZX Tokens to an affiliate under common control, subject to prior written notice to JMD and to the Escrow Agent.

ENTIRE AGREEMENT

1. These Terms, together with the Assignment Agreement, the privacy notice and the KYC/KYT procedure accessible on the Exchange Portal, constitute the entire agreement between Efforce, JMD and each Token Holder in respect of the Exchange Offer, and supersede any prior agreement, understanding, declaration or marketing communication relating to its subject matter, whether oral or written. Marketing or promotional materials describing the Exchange Offer shall not constitute representations or warranties, save to the extent expressly incorporated into these Terms by reference.

NO WAIVER

1. No failure or delay by Efforce or JMD in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any further or other exercise thereof or the exercise of any other right, power or remedy. Any waiver of a right under these Terms is effective only if given in writing and only in respect of the circumstance for which it is given. In particular, the fact that Efforce does not immediately declare an Acceptance void, exercise a right of refusal, or enforce a time limit shall not be construed as a waiver of its right to do so subsequently.

SEVERABILITY

1. If any provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part by a court of competent jurisdiction or by the arbitral tribunal designated under clause 20, such provision shall be deemed replaced by a valid and enforceable provision that most closely reflects the economic intent of the original provision, and the validity of the remaining provisions shall not be affected.

SURVIVAL

1. The provisions of these Terms which by their nature are intended to survive shall remain in full force and effect notwithstanding the perfection of an Acceptance, the Settlement Date, the termination of any contract concluded under these Terms, or the lapse of the Exchange Offer on the Longstop Date. These include, without limitation, the waiver and release provisions, the "as-is, where-is" basis, the no-reliance and no-advice acknowledgements, the representations and warranties of the Token Holder and any indemnity given by the Token Holder, the limitation of liability, the provisions on taxes and fees, data protection, confidentiality of arbitration, governing law and dispute resolution, and the time limits and notification requirements applicable to claims.

GOVERNING LAW

1. These Terms, and any non-contractual obligation arising out of or in connection with them, are governed by, and shall be construed in accordance with, the substantive laws of Switzerland, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

DISPUTE RESOLUTION

1. Any dispute, controversy or claim arising out of or in relation to these Terms, including the validity, invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the notice of arbitration is submitted. The number of arbitrators shall be one (1) in disputes where the amount in dispute does not exceed CHF 1,000,000 and three (3) in all other cases. The seat of the arbitration shall be Zurich, Switzerland. The arbitration proceedings shall be conducted in English. The arbitral award shall be final and binding upon the parties.
2. The arbitration shall be confidential. Notwithstanding the foregoing, any party may apply to any competent state court for provisional or conservatory measures, without thereby waiving the agreement to arbitrate.

LANGUAGE

1. These Terms are issued in the English language. Any translation is provided for convenience only. In case of any discrepancy between the English version and any translation, the English version shall prevail.

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Issued at dato mancante nel documento, on dato mancante nel documento.