Participation Agreement for the BGGI Health Platform

This Participation Agreement is concluded between BGGI GmbH, Rostocker Straße 43, 53117 Bonn, HRB 26753 Amtsgericht Bonn (“BGGI”), and the person or organisation accepting it digitally via the BGGI Health platform (“Participant”). Personal and functional designations apply to all genders and legal forms.

Its subject matter is an economic participation in the “BGGI Health” platform — the software platform and the business operated through it by BGGI GmbH at health.bggi.eu (“Platform”). The participation relates exclusively to the Platform.

It is expressly NOT a participation in BGGI GmbH itself. The Participant acquires no shareholder status, no company shares, no voting or co-determination rights and no authority to manage or represent the company. The Platform is managed solely by BGGI.

For calculation purposes the Platform is divided into 100,000 units. No more than 49 % of the units (49,000 units) are made available to Participants; the majority remains permanently with BGGI.

BGGI keeps the Platform's participation register. It records, for each Participant, the units held as well as every acquisition and every disposal with date, quantity and price. The register is decisive for the number of units held.

The price per unit is set by BGGI and shown on the platform.

At the start of the offer the price is €100 per unit. BGGI may raise the price as sales progress and in line with the development of the platform; every change is recorded with its date in the platform's price history.

The price applicable at the time BGGI confirms the request (Section 4) is decisive. The total price is the number of units multiplied by the price per unit determined in this way, rounded commercially to the cent.

The acquisition of units comes about in the following steps: (1) The Participant submits a purchase request for a specific number of units via the Platform; the request is non-binding. (2) BGGI reviews the request and confirms or rejects it; only upon confirmation is the price fixed. (3) The Participant signs this Agreement digitally (Section 11). (4) The Participant transfers the total price to the account named by BGGI, stating the payment reference provided. (5) After receipt of payment BGGI enters the units in the participation register.

No money is collected through the Platform; payment is made exclusively by bank transfer from the Participant. Until entry in the participation register there is no entitlement to units and no entitlement to profit participation. If payment is not received, the confirmed request lapses.

The Participant participates annually in the profit of the Platform. The Participant's share is: units held divided by 100,000, applied to the annual profit of the Platform as determined by BGGI for the respective financial year.

BGGI determines the annual profit of the Platform after the end of the financial year. The units entered in the participation register at the time of determination are decisive.

Payment is made within [placeholder — to be determined by legal counsel] after determination to the account the Participant has stored in the Platform. Amounts are rounded down to full cents; any rounding remainder stays with the Platform.

If no profit is determined for a financial year, no payment is made; there is no entitlement to a subsequent payment in later years. The Participant has no obligation to make additional contributions. The participation does not bear interest.

Units may be sold only through BGGI. To do so the Participant submits a sale request via the Platform; the decisive price is the price per unit applicable under Section 3 at the time the sale request is accepted. BGGI decides whether to accept the sale request.

Any transfer of units to third parties — by sale, gift or otherwise — requires BGGI's prior consent in text form. A transfer without such consent is ineffective vis-à-vis BGGI.

The entry in the participation register alone is decisive for the holding of units.

Each year after the determination BGGI informs the Participant of: the determined annual profit of the Platform, the number of units held by the Participant and the resulting amount of the Participant's profit participation.

The Participant can view their units, their requests and their profit participations at any time in their own area of the Platform.

The participation is an entrepreneurial participation. Whether and in what amount a profit is determined depends on the business performance of the Platform and is not guaranteed.

A complete loss of the amount invested is possible. The participation is not covered by any deposit guarantee scheme. BGGI does not provide investment advice; the Participant decides on their own responsibility and seeks independent advice where needed.

The offer is subject to legal review, in particular under the German Capital Investment Act (Vermögensanlagengesetz, prospectus requirement). Until this review is completed every request is non-binding; until then BGGI may reject requests without any claims arising from this.

Term and termination of this Agreement, in particular termination rights of both parties and a repurchase of the units by BGGI: [placeholder — to be determined by legal counsel].

Until such a provision is made, leaving the participation is possible only by selling or transferring the units in accordance with Section 6.

The privacy policy of the BGGI Health platform applies to the processing of personal data.

BGGI processes the participation data (name, address, units, requests, signature), the account data (account holder, IBAN, BIC) and — where provided — the Participant's tax number for the performance of this Agreement, in particular for keeping the participation register, processing the payment and paying out the profit participation (Art. 6(1)(b) GDPR).

The law of the Federal Republic of Germany applies. The place of jurisdiction is, where permissible, Bonn.

The German version of this Agreement is authoritative; translations are for information only. Should individual provisions be invalid, the remainder of the Agreement remains effective; the invalid provision is replaced by the permissible provision that comes closest to the economic intent. Amendments and additions must be made in text form.

The Participant accepts this Agreement by digital signature: they enter their name, confirm that they have read the Agreement, and confirm the signature via the link sent by e-mail. BGGI stores the name, time, version and checksum of the signed wording. This digital signature constitutes acceptance of the Agreement.