ClubZERO Member Equity Participation Plan

The Exclusive Founder Credits Program

Become an Owner | Stay a Member | Grow with Us

ClubZERO Rewards Inc. (ClubZERO -currently being developed) will offer a unique equity participation program to reward early members with Founder Credits (FC) convertible into real company shares. The goal is to place up to 6,000,000 shares of the total 40,000,000 outstanding shares into the hands of our initial supporters who join within 90 days of our launch, in advance of a planned Nasdaq stock exchange listing by March 31, 2028.

How It Will Work

1. Choose a Paid Membership Tier - Join Gold ($35/mo) or Platinum ($85/mo) or Business ($145/mo) any time of our estimated launch date of December 1, 2025, through February 2026 to participate in our Founding Members Promotion.

2. Stay Active & Earn Founder Credits (FC) - Earn 10 FC monthly as a Gold member, 15 FC monthly as a Platinum or 25 FC monthly as a Business member through June 30, 2026.

3. Join Our Partner Affiliate - Earn 1 bonus FC monthly while actively referring new members as part of our Affiliate Marketing Team.

4. Refer & Earn More FC - Get 1 bonus FC for each new paid member referred each month through 6/30/26.

5. Convert FCs to Shares - Your Founder Credits convert to ClubZERO - NASDAQ-tradable shares on or before March 2028. (subject to NASDAQ registration and SEC requirements)

You must remain an active paid member through the equity conversion in December 2027.Loss of active status forfeits unconverted FCs back to the maximum 6 million share conversion pool. This pool is divided by the total earned FC as of June 30, 2026 to establish a per FC to share conversion value.

Although likely to change, assuming the member growth projections, and applying FC earning potential as outlined in the above chart, we estimate members would earn a total of 1,214,873 FC. When divided by the total 6,000,000 shares offered (subject to other terms) each FC will convert to 4.94 shares of ClubZERO Rewards stock.

Earning Founder Credits

All paid ClubZERO members who join between August 1, and December 31, 2025 may participate in this program, and will earn Founder Credits (FC) through March 31, 2026 as outlined below.

FC Earning Class FC Earned

Gold Member 10 FC per month

Business Member 15 FC per month

Affiliate Member +1 FC per month

Referral Bonus +1 FC/per member referred

Direct Nasdaq Listing & No Lockup

ClubZERO will structure itself as a stand-alone company, with a goal of going public through a direct listing on the NASDAQ stock exchange in 1Q 2028.

Tax Treatment

FCs are non-cash, non-taxable upon issuance and earning. Taxable event occurs at FC conversion to shares.

ClubZERO will provide fair market valuation and tax documentation as required. We are building a dividend paying public company that will allocate 40% of its net earnings to shareholders (maximum 40,000,000 shares outstanding) which may be taxable to shareholders.

Compliance and Legal

This Equity Plan and Reward Credits Program is designed based on SEC Reg A+ or S-1 compliance. FCs are classified as loyalty rewards, not securities at issuance. Referral and affiliate bonus FCs treated as performance-based participation incentives.

Key Dates to Remember

Milestone Date

Members must join before February 28, 2026

FC Earning Window Closes June 30, 2026

Member Dashboard Launch December 20265

FC to Equity Conversion Q4 2027

Nasdaq Direct Listing Target By March 31, 2028

1. Is this real equity?
Yes, FCs convert into actual common stock shares in ClubZERO Rewards Inc. as outlined. Note: FC have no cash value and are not shares until they are converted.

2. Can you legally offer these shares?
Yes, we will seek a direct listing on the NASDAQ trading exchange, following all SEC rules and regulations. Our goal is to build a solid company the rewards shareholders long-term.

3. Do I pay extra for shares?
No, shares are a ClubZERO bonus reward for initial active membership and new member referrals, if the member also participates in our Affiliate marketing program.

4. Can I buy Additional FC?
No, you cannot buy FC. They have no cash value, cannot be sold, and are earned as outlined under the program terms and conditions

5. What if I cancel?
Unconverted FCs will be forfeited back to the 6,000,000 reserved share pool and converted into shares by remaining active participants. Pool may be less and is based on total members joining.

6. an I sell shares immediately?
Yes, our proposed direct NASDAQ listing means no lockup restrictions. It is important to note ClubZERO will become a dividend paying public company, one with a solid projected growth curve - so selling all of your shares once listed may not be a smart decision.

FAQs