Article 1 (Issuer and Administrator)

These Terms & Conditions (the “Terms”) are issued and administered by Universal Scent Technology Pte. Ltd.,a company incorporated in the Republic of Singapore (the “Company”).

The Company designs, operates, and manages a Token-based Tender Offer scheme(the “Token TOB”) under which the Company acquires third-party issued tokens using Scent Token solely as a means of payment.

By participating in the Token TOB, participants are deemed to have agreed to be bound by these Terms and all decisions made by the Company in relation thereto.

Article 2 (Definitions)

For the purposes of these Terms, the following terms shall have the meanings set forth below:

1. “Company” means Universal Scent Technology Pte. Ltd.

2. “Token TOB” means a scheme defined and implemented by the Companyunder which the Company acquires third-party issued tokens,using Scent Token solely as a means of payment.

3. “Scent Token” means a digital token issued or managed by the Company,used exclusively as a payment instrument in the Token TOB.

4. “Target Token” means a token that is subject to acquisition by the Company under the Token TOB.

5. “Participant” means any individual or entity that agrees to these Termsand participates in the Token TOB.

6. “Misconduct” includes, without limitation, criminal activity, violation of applicable laws,money laundering, terrorist financing, sanctions evasion,or any act that interferes with or damages the operation, credibility, or systems of the Company or the Token TOB.

Article 3 (Nature of the Token TOB)

1. The Token TOB does NOT constitute a sale, exchange, swap, or transaction conducted on a cryptocurrency exchange.

2. The Token TOB is a project-led acquisition transaction in which the Company acts as the buyerof the Target Tokens.

3. Market prices, order books, liquidity, and third-party valuationsdo not affect the acquisition terms of the Token TOB.

   
   

Article 4 (Legal Structure and Role of Scent Token)

1. In the Token TOB, the Company acquires Target Tokens held by Participants through a purchase transaction.

2. Scent Token is used solely as a means of payment for such acquisitionand does not constitute a sale of Scent Token by the Company.

3. The Company does not provide any marketplace, exchange, brokerage, intermediation, or agency services between Participants and third parties.

   
   

Article 5 (Acquisition Terms and Changes)

1. The acquisition terms of the Token TOB, including ratios, quantities, eligible tokens, and periods, shall be determined and announced by the Company separately.

2. The Company may, at its sole discretion and without prior notice,modify, suspend, postpone, or terminate the Token TOB.

   
   

Article 6 (Sole Discretion)

1. The Company retains sole and final discretion regarding eligibility, participation, acquisition results, confiscation, or any other determination related to the Token TOB.

2. Participants shall have no right to object to or dispute such determinations.

   
   

Article 7 (No Obligation to Disclose Reasons)

The Company shall have no obligation to disclose the reasons for any rejection, suspension, cancellation, confiscation, or other actions taken under these Terms.

Article 8 (AML, CFT, and Compliance)

1. Participants shall comply with all applicable anti-money laundering (AML),counter-terrorist financing (CFT), and sanctions laws and regulations.

2. The Company may, where necessary, review transaction details, sources of funds, or behavioral patterns for compliance purposes.

3. The following persons or entities are prohibited from participating in the Token TOB:

   • Persons involved in or reasonably suspected of criminal activity

   • Persons involved in money laundering or terrorist financing

   • Sanctioned persons, terrorist organizations, or equivalent entities

     
     

Article 9 (KYC and Additional Verification)

1. Where required for AML, CFT, sanctions compliance, or other regulatory reasons, the Company may, at its discretion, request Participants to undergo identity verification (KYC)or submit additional information.

2. Failure to comply with such requests may result in refusal, suspension, or cancellationof participation in the Token TOB without prior notice.

3. The Company is under no obligation to disclose whether KYC was conductedor the basis for any such determination.

   
   

Article 10 (Confiscation and Cancellation)

1. If a Participant violates these Terms or applicable laws, the Company may cancel the Participant’s participation in the Token TOB.

2. The Company may confiscate, in whole or in part, any tokens acquired or to be acquired by such Participant.

3. Participants shall have no right to claim refund, compensation, or damagesin relation to any confiscation.

4. 
   

Article 11 (Prohibited Interference)

Participants shall not engage in any act that interferes with the operation, security, or credibility of the Token TOB or the Company.

The Company may take appropriate actions, including confiscation, revocation of eligibility, or legal action, as deemed necessary.

Article 12 (Disclosure of Information Related to Violations)

1. Where the Company reasonably determines that a Participant has engaged in Misconductor interference with the Token TOB, the Company may disclose information relating to such Participantto the extent permitted by applicable law.

2. Such disclosure may occur only in the following circumstances:

   • Where required by law, court order, or regulatory authority

   • Where necessary to protect the rights, property, or safety of the Company or third parties

   • Where reasonably necessary to prevent or mitigate further misconduct

3. The scope of disclosure shall be limited to what is reasonably necessary and may include identification or transactional information.

4. The Company shall have no obligation to notify the Participant of such disclosure.

5. The Company shall not be liable for any damages arising from disclosures made in accordance with this Article.

   
   

Article 13 (Third-Party Services Disclaimer)

The Company shall not be liable for any loss or damage arising from failures or malfunctions of blockchains, wallets, RPC services, networks, or other third-party services.

Article 14 (Limitation of Liability)

To the maximum extent permitted by applicable law,the Company’s liability in connection with the Token TOB shall be limited.

Article 15 (No Waiver)

Failure by the Company to enforce any right under these Terms shall not constitute a waiver of such right.

Article 16 (Governing Language)

These Terms may be provided in multiple languages.The English version shall be the governing and controlling version in the event of any inconsistency or discrepancy.

Article 17 (Governing Law and Jurisdiction)

1. These Terms and all matters relating to the Token TOB shall be governed by the laws of the Republic of Singapore.

2. Any disputes arising out of or in connection with these Terms or the Token TOBshall be subject to the exclusive jurisdiction of the courts of Singapore.

First published on 24th December 2025.