STWI · Teg Overseas, Inc. · Insider Trading

On October 6, 2026, Tourism and Entertainment Group LLC, a limited liability company organized under the laws of the Republic of Uzbekistan and in which the reporting person holds over 99% ownership interest ("TEG Parent"), entered into a Share Exchange Agreement with StageWise Strategies Corp. ("STWI"), TEG SPV, LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG SPV"), and Ms. Irodakhon Abduvakhitova (the "Individual Seller" and together with the TEG Parent, the "Sellers"). Pursuant to the agreement, STWI agreed to acquire 99.99999012% of the membership interests in TEG SPV from the Sellers in exchange for an aggregate of 183,098,434 shares of STWI common stock (the "Exchange Shares"), 124,506,935 of which Exchange Shares were to be issued to TEG Parent; and 58,591,499 of which Exchange Shares were to be issued to Ms. Irodakhitova (the "Share Exchange Transaction"). The Share Exchange Transaction closed on October 13, 2026.

The shares were issued as consideration for TEG's participatory interests in TEG SPV. No cash consideration was paid, and the Share Exchange Agreement does not assign a per-share price to the shares.

On October 6, 2026, the reporting person entered into a Share Exchange Agreement with StageWise Strategies Corp. ("STWI"), TEG SPV, LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG SPV"), and Ms. Irodakhon Abduvakhitova (the "Individual Seller" and together with the reporting person, the "Sellers"). Pursuant to the agreement, STWI agreed to acquire 99.99999012% of the membership interests in TEG SPV from the Sellers in exchange for an aggregate of 183,098,434 shares of STWI common stock (the "Exchange Shares"), 124,506,935 of which Exchange Shares were to be issued to the reporting person; and 58,591,499 of which Exchange Shares were to be issued to Ms. Irodakhitova (the "Share Exchange Transaction"). The Share Exchange Transaction closed on October 13, 2026.

The shares were issued as consideration for TEG's participatory interests in TEG SPV. No cash consideration was paid, and the Share Exchange Agreement does not assign a per-share price to the shares.

On October 5, 2026, the reporting person entered into an agreement (the "Contribution Agreement") providing for a contribution to the charter fund of Tourism and Entertainment Group LLC ("TEG LLC"), a limited liability company organized under the laws of Uzbekistan in which the reporting person owns substantially all of the interests. Pursuant to the Contribution Agreement, the reporting person transferred 1,000,000 shares of the Company's common stock to TEG LLC for an aggregate price of US$138,268 (US$0.138 per share). The reporting person is deemed to beneficially own the shares held by TEG LLC as a result of his control over TEG LLC. The transfer closed on October 5, 2026.

On October 5, 2026, the reporting person entered into an agreement (the "Contribution Agreement") relating to the transfer of a contribution to the charter fund of the reporting person, with Mr. Jakhongir Abidovich Artikkhodjaev, an individual who owns substantially all of the interests in the reporting person. Pursuant to the Contribution Agreement, Mr. Artikkhodjaev transferred 1,000,000 shares of common stock of the Company to the reporting person for an aggregate price of US$138,268 (US$0.138 per share). The transfer closed on October 5, 2026.

On July 30, 2026, the reporting person entered into an agreement on the transfer of a contribution to the charter fund of Tourism and Entertainment Group LLC (the "Contribution Agreement") with TEG LLC, an Uzbekistan limited liability company, in which the reporting person owns substantially all of the interests. Pursuant to the Contribution Agreement, the reporting person transferred 3,000,000 shares of common stock of the Company to TEG LLC, for an aggregate price of US$414,803 (US$0.138 per share). The reporting person is deemed to hold an indirect beneficial ownership in the shares held by TEG LLC, as a result of his control over TEG LLC. The transfer closed on August 10, 2026.

On July 30, 2026, the reporting person entered into an agreement on the transfer of a contribution to the charter fund of Tourism and Entertainment Group LLC (the "Contribution Agreement") with TEG LLC, an Uzbekistan limited liability company, in which the reporting person owns substantially all of the interests. Pursuant to the Contribution Agreement, the reporting person transferred 3,000,000 shares of common stock of the Company to TEG LLC, for an aggregate price of US$414,803 (US$0.138 per share). The reporting person is deemed to hold an indirect beneficial ownership in the shares held by TEG LLC, as a result of his control over TEG LLC. The transfer closed on August 10, 2026.

On June 30, 2026, the reporting person entered into a share subscription agreement with the Company to purchase 1,000,000 shares of newly issued common stock, at the price of $0.25 per share, with an aggregate purchase price of $250,000 (the "Purchase"). The Purchase closed on July 17, 2026.