Healthy Co Limited Participation Agreement

PARTIES

BePure Health Limited (company number 1559882) (the Company).

You, being a person who seeks to offer to sell shares in the Company through the Matching Service (a Participant).

BACKGROUND

1. The Company is providing Participants with a facility for the primary purpose of making an offer to Shareholders to repurchase Shares (Matching Service).

2. The Company is utilising The Snowball Effect Limited’s software and technology to provide an online facility for Participants to sell Shares to the Company.

3. For the Matching Service to operate efficiently and fairly among all Participants, the Company and each Participant have agreed to act in accordance with the terms of this agreement.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

(a) Associated Person has the same meaning as in the NZX Listing Rules.
(b) Business Day means any day (other than a Saturday, Sunday or public holiday) on which registered banks are open for general banking business in Auckland, NZ.
(c) FAQs means the “Frequently Asked Questions” document that forms part of this agreement.
(d) Identity Checks means identity and compliance checks related to the Matching Service.
(e) Matching Service has the meaning set out in the Background.
(f) Participants means anyone accessing the Matching Service.
(g) Share means a share in the Company.
(h) Shareholders means legal or beneficial holders of Shares.
(i) Technology Provider means The Snowball Effect Limited.
(j) Trading Event refers to the share trading event using the Matching Service.
(k) Trading Window means the period when the Matching Service is available.

1.2 Interpretation

References to Parties include executors, administrators, successors and permitted assigns.

2. PARTICIPATION IN THE MATCHING SERVICE

2.1 Agreement to these terms and successful completion of Identity Checks are prerequisites to participation.

2.2 Each Party agrees to comply with its obligations.

2.3 The FAQs form part of this agreement; in case of inconsistency, this agreement prevails.

2.4 FAQs may be updated, with changes shown on the Trading Page.

2.5 There is no guarantee all Shares offered will be repurchased; pro rata reductions may apply.

3. ASSOCIATED PERSONS

3.1 Associated Persons must:

(a) Disclose their intention to sell Shares;
(b) Authorise publication of this information in the Trading Report;
(c) Lodge offers before the final 48 hours of the Trading Window;
(d) Identify themselves as Associated Persons and authorise listing on the Trading Page.

3.2 The Company may cancel non-compliant trades by Associated Persons.

3.3 Completed trades involving Associated Persons will be disclosed on the Trading Page.

4. TRADING REPORT

4.1 The Company will publish a Trading Report with relevant disclosures and business information.

4.2 The Report will be updated if material changes arise during the Trading Window.

5. TERMINATION OF THIS AGREEMENT AND CANCELLATION OF TRADING EVENT

5.1 The Parties may mutually agree in writing to terminate this agreement.

5.2 The Company may terminate this agreement immediately if:

(a) A material breach is not remediated within five Business Days;
(b) Clause 3.2 or 5.3 applies;
(c) A Participant fails to settle a trade;
(d) The Participant is unreachable after three contact attempts within 10 Business Days.

5.3 The Company may cancel a Trading Event at any time during the Trading Window.

5.4 Upon termination or cancellation:

(a) Pending Share trades are cancelled immediately;
(b) Parties are released from obligations except where they survive termination.

5.5 The Company is not liable for termination or cancellation, subject to clause 5.4(b).

5.6 Accrued rights and available remedies remain enforceable.

6. OFF-SYSTEM TRADING

6.1 No off-system trading is allowed during the Trading Window.

6.2 Participants must:

(a) Not trade Shares outside the Matching Service during the Trading Window;
(b) Inform the Company of any off-system trade attempts.

7. WARRANTIES AND INDEMNITY

7.1 Participants warrant that:

(a) They have reviewed the FAQs and Trading Report;
(b) They are willing sellers;
(c) They rely solely on their own judgment;
(d) Identity information is true and complete;
(e) No misleading information was provided;
(f) They comply with Associated Person Requirements if applicable;
(g) Their Shares are unencumbered and fully paid up;
(h) They have authority to sell the Shares.

7.2 The Company disclaims liability except where expressly stated in this agreement.

8. COLLECTION AND USE OF INFORMATION

8.1 Information may be used to:

(a) Conduct Identity Checks;
(b) Provide or assess the Matching Service;
(c) Communicate about the service;
(d) Complete settlements and updates;
(e) Respond to complaints or communications;
(f) Comply with legal/regulatory duties;
(g) Protect legal rights;
(h) Fulfil other authorised purposes.

8.2 The Company will take reasonable steps to secure personal data.

8.3 Participants may request access to or correction of their data.

8.4 Refusal to provide information may result in ineligibility to use the Matching Service.

9. GENERAL

9.1 The Technology Provider may enforce applicable provisions under the Contract and Commercial Law Act 2017.

9.2 Liability of independent trustees is limited to trust assets.

9.3 Force majeure applies.

9.4 This agreement may be signed in counterparts.

9.5 Electronic signatures are permitted.

9.6 Unlawful provisions will be severed if it does not frustrate the agreement.

9.7 Survival clauses remain effective post-termination.

9.8 This agreement is non-assignable without consent.

9.9 Governing law: New Zealand. Jurisdiction: New Zealand courts.

EXECUTED by:

Healthy Co Limited by its authorised signatory

Each PARTICIPANT by authorising their initials to be inserted in the form field when registering for a trading event.