Healthy Co Limited Participation Agreement

PARTIES

Healthy Co Limited (the Company).

You, being a person that seeks to offer to sell, or bid to buy, shares in the Company through the Matching Service (as defined below) (a Participant).

BACKGROUND

The Company is providing a facility to Participants for the primary purpose of matching buyers and sellers of Shares (Matching Service).
The Company is utilising software and technology of The Snowball Effect Limited to enable to Company to provide the facility in an online manner for Participants.
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

The following definitions apply in this agreement:

Associated Person has the same meaning as in the NZX Listing Rules.
Business Day means any day (other than a Saturday, Sunday or public holiday, as that term is defined in section 5(1) of the Holidays Act 2003) on which registered banks (as that term is defined in the Reserve Bank of New Zealand Act) are open for general banking business in Auckland, New Zealand.
A reference to the Company includes its subsidiaries.
FAQs means the “Frequently Asked Questions” document that the Company provides to Participants and which forms part of this agreement, as amended from time to time.
Identity Checks means the identity checks and any other regulatory or compliance checks (including in relation to source of funds, where required) that are undertaken by or on behalf of the Company in respect of Participants in connection with the provision of the Matching Service.
Matching Service has the meaning in part A. of the Background.
Participants means any person accessing the Matching Service, whether or not they proceed to make an offer to sell Shares or submit a bid to buy Shares.
Share means a share in the Company and includes the legal and/or beneficial interest in those Shares.
Technology Provider means The Snowball Effect Limited.
Trading Event means the share trading event under the Matching Service, commencing on the first day of the Trading Window and concluding when any successfully traded Shares have been registered on the Company’s share register in the name of the buyer.
Trading Report means the report prepared by the Company in accordance with clause 4.
Trading Window means the period in which the Matching Service is open and available to Participants to offer to sell and bid to buy Shares.

1.2 Interpretation

References to the Parties include their respective executors, administrators, successors and permitted assigns.
References to this agreement means this agreement, including the background, as amended and/or replaced from time to time.
References to clauses are to those in this agreement.

2. PARTICIPATION IN THE MATCHING SERVICE

2.1 Prerequisites to participation: Agreement to the terms of this agreement (including the FAQs) and completing Identity Checks to the Company’s satisfaction are mandatory and prerequisites to participation by Participants in the Matching Service.

2.2 Agreement: The Company and the Participant each agree to comply with their respective obligations under this agreement.

2.3 FAQs: The Parties acknowledge and agree that the FAQs form part of this agreement, however if there is any inconsistency between the FAQs and this agreement, the terms of this agreement shall prevail.

2.4 Amendment of FAQs: The Company may amend the FAQs from time to time. This will be shown on the ‘updates’ tab of the Trading Page.

2.5 No guarantee: The Company does not guarantee that Participants will be protected against non-compliance with the terms of this agreement by other Participants and gives no assurance of detection of non-compliance or trading misconduct. All Participants must consider this risk before utilising the Matching Service.

3. ASSOCIATED PERSONS

3.1 Requirements: Associated Persons are permitted to sell or buy Shares provided that, if you are an Associated Person, you agree to:

disclose your intentions to the Company of your intention to buy or sell Shares;
authorise the Company to publish such information in the Company’s Trading Report;
restrict the period of lodging any offer to sell Shares or any bid to buy Shares to before the final 48 hours of the Trading Window closing; and
identify yourself as an Associated Person at the time of the offer/bid, and authorise the Company to publish such information on the Trading Page, (the Associated Person Requirements).

3.2 Failure to comply with requirements: If an Associated Person fails to comply with the Associated Person Requirements, the Company may revoke and cancel the Associated Person’s trade(s) in the relevant Trading Event.

3.3 Disclosure: All Participants acknowledge that when a trade with an Associated Person is completed, disclosure details of all Shares bought or sold by such Associated Person will be published on the ‘updates’ section of the Trading Page.

4. TRADING REPORT

4.1 Content: The Company will publish a Trading Report on the Trading Page. The Trading Report will contain information about its business and operations, as well as financial information and any disclosures by Associated Persons that they intend to buy or sell Shares in the Trading Event.

4.2 Amendment of Trading Report: If the Company becomes aware of any information during the Trading Window that could make information in the Trading Report false or misleading, or that materially changes the nature of the Trading Event in an adverse way, the Company will update the Trading Report and this will be shown on the ‘updates’ tab of the Trading Page.

5. TERMINATION OF THIS AGREEMENT and Cancellation of Trading Event

5.1 Termination of agreement by mutual agreement: The Parties may at any time mutually agree in writing that this agreement will terminate.

5.2 Termination of agreement by the Company: The Company may terminate this agreement with immediate effect by written giving notice to the Participant if:

a Participant commits a material breach of this agreement that:
1. is not remediable; or
2. is remediable, and the Participant does not remedy that breach within five Business Days of being required to do so in writing by the Company,
clause 3.2 applies;
clause 5.3 applies;
a Participant fails to complete, or purports to cancel, the sale or purchase of Shares within the prescribed period after the close of the Trading Window; or
a Participant cannot be contacted by the Company, having attempted contact on not less than three occasions, in the period beginning on the date the Trading Window closes and ending on the date that is 10 Business Days following confirmation of the final single clearing price (in each case in accordance with the FAQs).

5.3 Cancellation of Trading Event: The Company may in its sole discretion cancel a Trading Event at any time during the Trading Window.

5.4 Effect of termination: If this agreement is terminated in accordance with clause 5.2, or a Trading Event is cancelled in accordance with clause 5.3 above:

the Company will cancel a Participant’s pending Share trades with immediate effect;
the Company will return (or will direct the Technology Provider to return) a Participant’s funds to their nominated bank account no later than 7 Business Days following termination or cancellation; and
subject to clause 5.5, each Party is released from its obligations under this agreement, except to the extent that those obligations are expressed to survive the termination of this agreement.

Subject to complying with clause 5.4(b), the Company shall have no liability, including without limitation in contract, tort or under statute, to the Participant or any other person in connection with such termination or cancellation.

5.5 Accrued rights: Each Party retains the rights it has against any other Party in respect of any breach of this agreement occurring before termination or cancellation. The Company expressly reserves the right to seek available remedies against non-compliant Participants.

6. OFF-SYSTEM TRADING

6.1 No off-system trading: During the Trading Window, the Company will not permit any trading in Shares other than through the Matching Service.

6.2 Participant’s undertaking: Participants undertake to the Company:

not to transact the buying or selling of Shares outside of the Matching Service during the Trading Window; and
to inform the Company immediately upon becoming aware of any attempts by buyers or sellers to transact outside of the Matching Service during the Trading Window.

7. WARRANTIES AND INDEMNITY

7.1 Warranties: Each Participant warrants and represents to the Company on a continuing basis that:

it has fully reviewed the FAQs and the Trading Report;
it is a willing seller or willing buyer, as the case may be, of Shares;
it has entered into this agreement and is using the Matching Service in reliance solely on its own judgement and has not relied on any representations or statements made to it, or to any other person, by or on behalf of the Company;
the information provided in respect of its Identity Checks is true and complete in all respects;
it has not provided any information to the Company that it knows is, or believes could be, false or misleading in any way;
if it is an Associated Person, it complies with the Associated Person Requirements;
any Shares offered by it through the Matching Service are unencumbered and fully paid up; and
it is the legal owner of any Shares offered by it through the Matching Service and it has the full authority to sell and transfer such Shares.

7.2 Company’s liability excluded: Save as expressly provided for in this agreement, the Company has no liability to the Participant or any other person in connection with or arising from the Matching Service and/or any transaction undertaken using the Matching Service.

8. COLLECTION AND USE OF INFORMATION

8.1 Collection, retention and use of personal information: The Company and the Technology Provider may collect and retain personal information from Participants which will be used:

to undertake and verify Identity Checks;
in connection with the provision (or potential provision) of the Matching Service to the Participant;
to communicate with Participants in relation to the Matching Service or Trading Event;
to effect the settlement of trades and the transfer of Shares;
to respond to communications from a Participant, including any complaints;
to co-operate with any government, industry, legislative or regulatory authorities;
to protect and/or enforce the Company’s legal rights and interests, including defending any claim; or
for any other purpose authorised by a Participant and/or the Privacy Act 1993.

8.2 Company's obligations to take care with confidential information: In providing the Matching Service, the Company will comply with the Privacy Act 1993 and applicable data protection laws in force from time to time. It will take reasonable steps to store any personal and confidential information in a secure environment protected from unauthorised access, modification or disclosure. The Company must not use any such information for any improper purpose or in a manner other than that for which it was provided.

8.3 Right to access personal information: Participants may request to access, correct and/or delete their readily retrievable personal information by contacting the Company.

8.4 Failure to provide information: If any Participant chooses not to provide information when the Company asks for it, that Participant may not be able to use the Matching Service.

9. GENERAL

9.1 Privity: Where any provisions of this agreement are expressed to be for the benefit of or enforceable by the Technology Provider, it may enforce those provisions in accordance with Part 2, Subpart 1 of the Contract and Commercial Law Act 2017.

9.2 Limitation of liability for trustees: The liability of any independent trustee of any trust which is or becomes a Party is not unlimited or personal liability and instead shall be limited to the assets of the trust from time to time. A trustee will be deemed to be an independent trustee for the purposes of this clause if he, she or it is not a beneficiary or the settlor of the trust.

9.3 Force Majeure: Neither Party shall be in breach of this agreement or be liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

9.4 Counterparts: This agreement may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts together constitute one and the same agreement.

9.5 Electronic signatures: A Party may sign this agreement by way of the application of that Party's electronic signature in accordance with Part 4 of the Contract and Commercial Law Act 2017.

9.6 Severance: Any unlawful provision in this agreement will be severed, and the remaining provisions enforceable, but only if the severance does not materially affect the purpose of, or frustrate, this agreement.

9.7 Survival: Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

9.8 Assignment: This agreement is personal to the Parties and no Party shall assign or otherwise transfer or deal in any other manner with any of its rights and obligations under this agreement.

9.9 Governing law: New Zealand law governs this agreement. New Zealand courts have exclusive jurisdiction.

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.