PARTICIPATION AGREEMENT

This Participation Agreement is entered into by and between Fraktium Assets ApS (CVR: 46398718, registered address: Bredgade 19E, 1. th, 1260, Copenhagen K, Denmark) and the Registered Participant whose identity, address, and verification details are recorded in the Fraktium Platform Account associated with this transaction (the "Participant").

Effective as of the date of digital acceptance and successful payment confirmation.

WHEREAS, the Company was established as a special purpose vehicle (SPV) with the purpose of ensuring the long-term preservation, public appreciation, and custodial continuity of high-value assets, including but not limited to classic motor vehicles and rare collectibles;

WHEREAS, the Company operates using an "Asset Series" model, where specific assets are legally and accounting-wise separated into distinct series;

WHEREAS, the Participant wishes to support the preservation of a specific Asset and participate in its stewardship lifecycle;

NOW, THEREFORE, the Parties mutually agree as follows:

ARTICLE 1. DEFINITIONS

In this Agreement, the following terms shall have the meanings set forth below:

1.1. "The Asset" refers to the specific, tangible piece of history or craftsmanship (e.g., a motor vehicle, a rare timepiece, or a vintage spirit) that serves as the centerpiece of the Asset Series. Every Asset is identified in the Series Supplement by a unique, immutable identifier (such as a VIN, Engine Number, or Serial ID) to ensure there is no "pooling" of different goods.

1.2. "Asset Series" refers to a dedicated, legally segregated "silo" within the Company’s accounts. Each Series is the Company`s independent preservation series centered on one specific high-value item. The Participant’s rights are strictly limited to the economic performance of their chosen Series and do not extend to the Company’s general assets or other Series.

1.3. "Asset Series Supplement" means the digital or physical document specifying the technical details of the Asset, the total number of Participation Units issued for that specific Asset, and the acquisition price.

1.4. "Participation Unit" (The "Unit") represents an Economic Participation Right to a proportional share of the net economic outcome generated by the Asset. For the avoidance of doubt, this constitutes a simpelt gældsbrev under Chapter 3 of the Danish Debt Instruments Act (Gældsbrevsloven), representing a contractual claim to the Asset's economic performance. Holding a Unit does not grant legal title to the physical Asset, nor does it constitute "shares" or "equity" in the Company’s corporate structure.

1.5. "Liquidation" means the final commercial sale of the Asset to a third party and the subsequent distribution of Net Proceeds to the Participants of the relevant Asset Series.

1.6. "Net Proceeds" means the final amount available for distribution to Participants, calculated as the Residual Value minus final transactional costs (auction fees, transport), applicable taxes.

1.7. "Non-Negotiability" means that the Participation Units are issued to a specific, named Participant and are not "to order" or "to bearer" and are non-transferable and cannot be traded on public or private marketplaces. Transfer of Units is strictly prohibited without the prior written consent of the Company and a corresponding update to the Register of Participants.

1.8. "Stewardship" refers to the professional care, climate-controlled storage, and technical preservation of the Asset. Under this Agreement, the Company delegates the physical execution of these tasks to the Original Owner/Specialist Conservator via a separate Professional Service Agreement, ensuring the Asset remains in its optimal historical and technical condition.

1.9. "Register of Participants" means the Company's internal, digital ledger of all Unit holders. In accordance with the Danish Bookkeeping Act, this Register is the sole definitive evidence of a Participant’s claim.

1.10. "Economic Participation Right" means the contractual claim held by the Participant against the Company, where the contractual interest is linked to the lifecycle and eventual transition of the Asset. This is a non-negotiable, private instrument and not a transferable security.

1.11. "Operational Lifecycle" refers to the predetermined period of the Asset’s residence within the Company’s collection. The purpose of this lifecycle is the long-term preservation, public or private exhibition, and eventual transition of the Asset to its next historical custodian. The lifecycle concludes upon the Liquidation of the Asset.

1.12. "Acquisition Price" refers to the total amount paid by the Participant for a Participation Unit. This price includes: (i) the Participation Funding (the proportional acquisition cost of the Asset and anticipated storage, insurance, and maintenance costs); and, (ii) the Platform Fee (as defined in Clause 1.15). No additional "margin calls" or recurring maintenance invoices will be issued to the Participant, subject to the stewardship extension provisions set forth in Article 4.2.

1.13. "Residual Value" means the gross sale price of the Asset at the end of its Lifecycle.

1.14. "The Platform" refers to the digital infrastructure and proprietary software owned and operated by Fraktium ApS (the "Parent Company"). The Platform serves as the primary interface for Asset Series management, the hosting of the Register of Participants, and the execution of Participant privileges.

1.15. "Platform Fee" refers to the non-refundable service fee charged by the Company at the time of purchase. This fee covers immediate administrative costs, including but not limited to third-party payment processing fees (e.g., Stripe), AML/KYC verification, and platform onboarding. The Platform Fee is deemed fully earned by the Company upon the execution of the transaction and is not part of the capital accumulated for asset acquisition.

ARTICLE 2. SUBJECT MATTER

2.1. By entering into this Agreement, the Participant agrees to participate in the specific Asset Series identified in the Series Supplement. The Company acknowledges the Participant as an Economic Participant with a right to a proportional fraction of the Asset’s Net Proceeds.

2.2. The Participant shall pay the Acquisition Price as specified in the Series Supplement. This amount is fixed and final.

(a) The Price is calculated to cover the proportional cost of the Asset's acquisition plus a pre-funded Stewardship Reserve.

(b) The Company warrants that it shall not, under any circumstances, request additional funds, maintenance fees, or "top-up" payments from the Participant during the Operational Lifecycle of the Asset. All operational costs (insurance, climate-controlled storage, and scheduled curation) are deemed fully satisfied upon the payment of the Acquisition Price.

2.3. Issuance of Participation Units. Upon receipt of the Participation Funding and successful completion of necessary identity verification (KYC/AML) by the external payment service provider, the Company shall:

(a) Allocate the corresponding number of Participation Units to the Participant.

(b) Formally record the Participant’s name and interest in the Register of Participants.

(c) Issue a digital Certificate of Participation as visual confirmation of the entry in the Register.

2.4. If the total capital required to initiate the Asset Series is not reached by the "Series Closing Date" (as defined in the Supplement), the Company shall return the Participation Funding (as defined in Clause 1.12(i)) in full to the Participant within 7 business days, without interest. The Platform Fee is non-refundable as it represents payment for administrative and transaction services already performed. Upon the return of the Participation Funding, this Agreement shall be deemed null and void.

2.5. The Parties expressly acknowledge that the Participation Funding represents a Participation in the Asset’s Economic Lifecycle. The return of the Participation Funding is contingent and uncertain, depending entirely on the future custodial transition of the physical Asset. While this arrangement is categorized as a simpelt gældsbrev for legal regulatory purposes, it represents a bespoke contractual interest in a physical asset series and does not constitute a deposit, equity stake, or traditional financial security.

ARTICLE 3. STEWARDSHIP, PRESERVATION, AND PARTICIPANT PRIVILEGES

3.1. The Company is committed to the highest standards of preservation. The Company shall ensure that the Asset is:

(a) Stored in a secure, climate-controlled, and monitored environment.

(b) Maintained according to the manufacturer’s specifications or historical preservation standards.

(c) Fully insured against theft, damage, and total loss at its full appraised value.

3.2. The Participant acknowledges that the Company delegates the physical "Stewardship" (maintenance, storage, and mechanical upkeep) to a Professional Curator (typically the original owner or a specialized workshop) via a separate service agreement. The Company remains ultimately responsible for overseeing that the Curator adheres to the standards set out in this Agreement.

3.3. The Participant has the right to "Digital Transparency" regarding the Asset. The Company shall provide:

(a) An initial digital "Condition Report" upon the launch of the Asset Series.

(b) Regular digital updates, including high-resolution media (photos/videos) and reports on any significant maintenance or exhibition activities.

3.4. The Participant acknowledges that the primary purpose of this Series is the preservation and collective appreciation of the Asset, and any potential residual value is secondary to the utility benefits provided. As a holder of Participation Units, the Participant is entitled to exclusive "Access Benefits" related to the Asset Series. These privileges may include, but are not limited to:

(a) Priority Access: The right to view the Asset in person at its storage or exhibition location (subject to prior booking and security protocols).

(b) Event Benefits: Discounted or complimentary entry to exclusive events, "Cars & Coffee" gatherings, or gallery showings where the Asset is featured.

(c) Membership in the Asset Series Circle: Mandatory inclusion in a private forum for Participants to discuss the Asset’s history, maintenance, and exhibition schedule.

(d) Future Perks: The Company reserves the right to introduce additional benefits, such as merchandise, partner discounts, or voting rights on non-financial "Curation Decisions" (e.g., choosing the color of a restoration detail or the location of an exhibition).

3.5. The privileges described in this Article are "Utility Benefits" provided as part of the Acquisition Price. They do not constitute financial returns, dividends, or interest. The Company reserves the right to modify the specific nature of these perks to ensure the continued safety and preservation of the Asset.

3.6. To ensure the collective nature of the Asset Series, the Company grants Participants the right to participate in "Curation Polls" regarding the non-financial stewardship of the Asset.

(a) Scope of Voting: The Company may submit the following matters to a Participant vote:

· Exhibition & Display: Selection of specific public events, concours, or galleries where the Asset will be displayed.

· Aesthetic Preservation: Decisions regarding period-correct aesthetic choices (e.g., choosing between two historically accurate interior leather colors during a refresh).

· Custodial Transitions: While the Company handles the technical sale, it may seek a "Sentiment Vote" from the Series Participants before accepting a specific purchase offer that falls within the target Fair Market Value range.

(b) Voting Power: Each Participation Unit held in the specific Asset Series entitles the Participant to one (1) vote.

(c) Unless explicitly stated otherwise in the Series Supplement, curation votes are binding. The Company retains a technical "Veto Right" to ensure that any collective decision does not compromise the physical safety, legal compliance, or long-term historical integrity of the Asset.

(d) All voting shall be conducted via the Company’s digital platform. A non-response within the specified voting window shall be deemed as an abstention.

ARTICLE 4. ASSET LIFECYCLE CONCLUSION AND RESIDUAL VALUE

4.1. Operational Lifecycle of the Asset Series concludes upon the successful Liquidation (sale) of the Asset to a third-party custodian. The Liquidation is a mandatory custodial transition at the end of the lifecycle, intended to pass the stewardship of the Asset to its next historical custodian. The Company, acting as the professional administrator, shall determine the optimal timing for this transition based on prevailing market conditions for the specific Asset class.

4.2. The Operational Lifecycle of the Asset Series is intended to conclude on the target date specified in the Series Supplement. Any extension of this period is subject to the following process:

(a) If the Company determines that a Liquidation (sale) at the target date would be commercially detrimental due to market conditions, the Company shall submit a formal "Extension Proposal" to the Participants via the Platform no later than thirty 30 days prior to the target date.

(b) An extension of the Stewardship Period—for any duration—must be approved by a Sentiment Vote of the Participants. The Company has no independent power to extend the Lifecycle without a successful vote.

(c) An extension is deemed approved only if a simple majority (>75%) of the Participation Units represented in the vote cast a "Yes" vote.

(d) An approved Extension Proposal may include a requirement for a proportional "Extension Fee" to cover actual, verifiable costs (insurance, storage, and mandatory maintenance) for the duration of the extension.

(e) Rights of Dissenting Participants (The "No" Vote): If the extension is approved but a specific Participant voted "No" or chooses not to pay the Extension Fee, they may remain in the Register. In this case, the unpaid fees (plus a 10% administrative surcharge) shall be treated as an offset and deducted from that Participant’s final Net Proceeds at the time of eventual Liquidation.

(f) Consequences of a Failed Vote: If the Participants reject the Extension Proposal, the Stewardship mandate expires and the Company is legally obligated to proceed with the Liquidation of the Asset. To ensure an orderly transition and avoid a "fire sale," the Company shall have a six (6) to twelve (12) month "Wind-Down Period" to complete the sale under the best possible market conditions.

4.3. To ensure transparency and maximize the Residual Value for Participants, the Company shall:

(a) Utilize reputable, specialized sales channels (e.g., premier auction houses, specialized brokers, or private collectors).

(b) Ensure the Asset is presented in its optimal "Series-Standard" condition at the time of sale.

(c) Act in a commercially reasonable manner to achieve a price consistent with the Asset’s provenance and condition.

4.4. Because the Acquisition Price paid under Article 2.2 already covers all maintenance, storage, and insurance for the anticipated lifecycle, the final payout to the Participant shall not be reduced by these ongoing holding costs. The Net Proceeds shall be calculated as Residual Value minus:

(a) Final transactional costs (e.g., auction house commissions, transportation to the buyer, and specialized pre-sale inspections).

(b) Any applicable statutory taxes or government levies.

4.5. Final Pro-Rata Distribution: Within 14 business days of the Company’s receipt of cleared funds from the Asset sale, the Company shall distribute the Net Proceeds proportionally to the Participants based on their Unit holdings as recorded in the Register of Participants.

4.6. Upon the successful distribution of the Net Proceeds, the Economic Participation Right represented by the Participation Units shall be deemed fully satisfied and discharged. The Asset Series will then be formally closed in the Company’s accounts.

ARTICLE 5. REGISTER OF PARTICIPANTS AND ASSIGNMENT OF RIGHTS

5.1. The Company maintains a definitive, encrypted Register of Participants in compliance with the Danish Bookkeeping Act.

(a) A person is recognized as a Participant only if their name and unique identifier are recorded in this Register.

(b) Any digital certificates, PDFs, or app-based "dashboards" are provided solely for the Participant’s convenience and do not constitute legal title. In the event of a discrepancy, the Register of Participants prevails.

5.2. All Participation Units issued under this Agreement are "Recta" (“direct”) instruments. They are made out to the Participant specifically by name. They are not "to bearer" and do not contain "to order" clauses. This status is a fundamental condition of the Agreement to ensure the private, non-public nature of the Asset Series.

5.3. To maintain the integrity of the Asset Series and comply with Anti-Money Laundering (AML) standards, the Participant may not sell, gift, pledge, or otherwise assign their Units to a third party without the express, prior written consent of the Company.

(a) Discretionary Approval: The Company may withhold consent if the proposed transferee does not meet the Company’s "Know Your Customer" (KYC) requirements or if the transfer would trigger additional regulatory burdens.

(b) Administrative Fee: The Company reserves the right to charge a reasonable administrative fee (the "Registry Update Fee") to cover the legal and technical costs of processing a transfer and verifying the new Participant.

5.4. Pursuant to Section 31 of the Gældsbrevsloven, an assignment of rights under this Agreement is only legally valid against the Company and third parties once the Company has received formal notification and has updated the Register of Participants. Until such registration is complete, the Company is entitled to treat the original Participant as the sole owner of all rights.

5.5. The Participant warrants that they will not attempt to list, trade, or offer the Units on any secondary market, bulletin board, or digital exchange. The Units are intended for private "Buy-and-Hold" participation and are not suitable for active trading.

ARTICLE 6. PLATFORM USAGE AND DIGITAL CONTINUITY

6.1. The Company warrants that it has secured a dedicated license or service agreement with the Parent Company to utilize the Platform for the entire Operational Lifecycle of the Asset Series.

6.2. The Participant acknowledges and agrees that:

(a) All official notifications, Condition Reports, and Stewardship updates will be delivered via the Platform.

(b) All Sentiment Votes (Article 3.6 and 4.2) and "Curation Polls" shall be conducted exclusively through the Platform's voting module.

6.3. In the event of a change in ownership of the Platform or the Parent Company, the Company shall ensure that the Participant's access to the Asset Series data and the ability to exercise contractual rights remain uninterrupted.

6.4. The Company reserves the right to perform technical maintenance on the Platform. While the Company strives for 24/7 availability, brief periods of downtime do not constitute a breach of this Agreement.

ARTICLE 7. LIABILITY, FORCE MAJEURE, AND LIMITED RECOURSE

7.1. The Participant expressly acknowledges that their claim is limited solely to the assets and proceeds of the specific Asset Series in which they have participated. In the event of a shortfall (e.g., if the Asset is sold for less than the initial Participation Funding or is lost), the Participant shall have no recourse against:

(a) Any other Asset Series managed by the Company.

(b) The general assets of the Company or its parent entities.

(c) The personal assets of the Company’s directors, officers, or shareholders.

7.2. Force Majeure: The Company shall not be held liable for any failure or delay in performing its obligations under this Agreement if such failure results from events beyond its reasonable control, including but not limited to: natural disasters, war, civil unrest, national strikes, or catastrophic failure of the storage facility provided that the Company has maintained the insurance standards required in Article 3.1(c).

7.3. In the event of a total loss of the Asset (e.g., fire or theft), the Participant’s sole and exclusive remedy shall be their pro-rata share of the net insurance proceeds received by the Company for that specific Asset. Upon distribution of such proceeds, all of the Company's obligations under this Agreement shall be deemed fully discharged.

7.4. To the maximum extent permitted by Danish law, the Company’s total aggregate liability for any breach of this Agreement or any act or omission related to the Stewardship of the Asset shall be limited to the amount of the Participant’s initial Acquisition Price. The Company shall not be liable for any indirect, incidental, "missed opportunity," or consequential damages. The limitations set forth in this Article shall not apply in cases of proven gross negligence (grov uagtsomhed) or willful misconduct by the Company.

7.5. The Participant acknowledges that the value of high-value collectibles is volatile and influenced by global macro-economic factors beyond the Company’s control.

(a) The Participant expressly accepts that the Residual Value of the Asset may be lower than the initial Acquisition Price. The Asset may lose some or all of its market value.

(b) The Company acts solely as a Steward and Administrator. The Company does not guarantee any financial outcome and shall not be liable for, nor provide any remedy, buy-back, or compensation for any decrease in the Asset's value or any loss of capital by the Participant.

ARTICLE 8. FINAL PROVISIONS

8.1. This Agreement, together with the Asset Series Supplement and the Company’s Articles of Association, constitutes the entire agreement between the Parties. It supersedes all prior digital marketing materials, e-correspondence, or oral promises.

8.2. The Company reserves the right to make minor administrative amendments to this Agreement (e.g., updating storage addresses or technical definitions), provided such changes do not materially prejudice the Participant's economic rights. Material changes require 30 days' notice.

8.3. If any provision of this Agreement is found by a court to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.4. This Agreement and any disputes arising from it are governed exclusively by the laws of Denmark.

8.5. Any dispute that cannot be resolved through amicable negotiation shall be settled by the Copenhagen City Court as the court of first instance.

8.6. Tax Responsibility: The Participant is solely responsible for the tax characterization and reporting of any proceeds received. The Company does not provide tax advice and shall not be held liable for the Participant's tax obligations.

ARTICLE 8. DIGITAL EXECUTION & ACKNOWLEDGMENT

7.1. By proceeding to the purchase of Participation Units, the Participant confirms their agreement to be bound by the terms set forth in this document.

7.2. The digital record of the Participant’s acceptance, stored alongside the transaction timestamp and payment confirmation, serves as the final and binding execution of this Agreement.

ASSET SERIES SUPPLEMENT: SERIES #FER308QV1

This Supplement is an integral part of the Participation Agreement dated 11.05.2026.

1. THE ASSET IDENTIFICATION

Detail	Specification
Asset Category	Classic Motor Vehicle
Manufacturer/Brand	Ferrari
Model/Vintage	308 GTB QV
Unique Identifier	VIN: ZFLA12B000044857
Current Location	Kongevejen 79, 2800 Sorgenfri (Denmark)

2. PARTICIPATION STRUCTURE

Total Participation Units Issued: 3125
Acquisition Price per Unit: EUR 40
Initial Stewardship Funding: Included in the Acquisition Price. This covers all storage, insurance, and professional curation costs for the duration of the Target Lifecycle.

3. STEWARDSHIP & LIFECYCLE

Target Lifecycle Duration: 36 months from the Series Closing Date.
Target Transition Window: Q2 2029
Primary Curator: Fraktium APS and Classic Car House A/S

4. PARTICIPANT PRIVILEGES (UTILITY BENEFITS)

As a Co-Steward of Series #[001], the Participant is entitled to:

Digital Transparency: Access to the "Participation Log" and quarterly high-resolution media updates via the Platform.
On-Site Access: One annual private viewing appointment (subject to 30-day notice and security protocols).
Governance Rights: Binding votes on "Curation Polls" (e.g., choosing museum exhibition invites) and the mandatory "Extension Vote" as per Article 4.2 of the Agreement.
Community Access: Full membership in the Ferrari 308 GTB QV Owners’ Circle on the Platform.

5. FINANCIAL SUMMARY (FOR LIQUIDATION)

Stewardship Reserve: Fully pre-funded from the Acquisition Price. No further costs apply during the initial Lifecycle.
Extension Fee (If Approved): To be determined and voted upon only if the Lifecycle is extended beyond the Target Transition Window.

6. SERIES STATUS

Series Opening Date: 11.05.2026
Series Closing Date: 11.06.2026
Minimum Threshold: This Series will only initiate if 100% of Units are allocated by the Closing Date.

Available collectibles

Ferrari 308 GTB QV (1983)

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