Tokenized Loyalty Rewards Program

1. Overview and Purpose

The Corporation establishes this Tokenized Loyalty Rewards Program with a Equity Conversion Plan (the “Plan”) to integrate blockchain-based loyalty rewards with long-term shareholder participation.

The program’s purpose is to incentivize customer engagement, foster community ownership, and align participant interests with the long-term growth of the Corporation through a convertible token framework.

2. Token Issuance and Utility

The Corporation may issue digital loyalty rewards tokens, designated as eGolfTokens (“EGLT”), on the Ethereum blockchain as a non-security utility token.

  • Purpose: eGolfTokens are designed to reward customer participation within the eGolfVillage ecosystem, including but not limited to:

    • Booking tee times through the platform

    • Purchasing golf apparel, balls, equipment, and accessories

    • Scheduling private lessons or group instruction

    • Reserving golf travel or destination packages

Each dollar spent by a registered member or participant will earn eGolfTokens in a formulaic ratio determined by the Corporation (for example, 1–2 tokens per dollar spent). Ratios may vary by transaction category, promotional period, or strategic partnership agreement, and may be adjusted periodically by the Board of Directors or its designee. eGolfTokens shall initially function solely as utility tokens providing access to benefits such as member discounts, early access to product releases, exclusive event participation, and other non-financial privileges within the eGolfVillage network.

3. Token Conversion Equity Pool

To facilitate a seamless transition from token-based utility to equity ownership, the Corporation shall reserve a specific equity allocation known as the Token Conversion Equity Pool.

  • Authorization: The Corporation authorizes and designates 6,000,000 shares of Class A Common Stock for exclusive use under this Plan.

  • Purpose: These shares shall be issued solely to satisfy the conversion rights of eGolfToken holders following a qualifying regulatory event.

  • Administration: The reserve shall be maintained and administered under the authority of the Corporation’s Board of Directors, subject to applicable securities laws, accounting standards, and transfer restrictions.

4. Conversion Trigger Event

Upon the occurrence of a qualifying regulatory event, eGolfTokens may become eligible for conversion into equity shares of the Corporation. A qualifying event shall include, but is not limited to:

  • The qualification of a Regulation A+ offering under the Securities Act of 1933;

  • The effectiveness of a Form S-1 registration statement with the U.S. Securities and Exchange Commission (SEC); or

  • Any other SEC-approved offering or exemption that permits token-to-equity conversion in compliance with U.S. securities law.

Upon such qualification, eGolfTokens shall be convertible at a fixed ratio of:

10 eGolfTokens = 1 share of Class A Common Stock

5. Conversion Mechanics

  • Eligibility: Only verified token holders in good standing at the time of the qualifying event shall be entitled to conversion.

  • Procedure: Token holders will be required to complete identity verification (KYC/AML) and submit conversion requests through an approved digital portal or designated custodian.

  • Fractional Shares: Partial token conversions may be aggregated, and fractional shares may be rounded down or compensated in additional tokens or credits, at the Corporation’s discretion.

  • Lock-Up Period: Shares received upon conversion may be subject to a regulatory or contractual lock-up period (e.g., 6–12 months) to ensure compliance and orderly trading behavior.

6. Governance and Compliance

  • The Corporation shall maintain auditable records of all issued and outstanding tokens, conversions, and related share allocations.

  • All conversions shall be executed in compliance with SEC, FINRA, and applicable state securities laws.

  • The Board of Directors may amend, suspend, or terminate this Plan as necessary to maintain compliance or improve program efficiency, subject to prior legal review.

7. No Rights Prior to Conversion

Ownership of eGolfTokens shall not confer any shareholder rights, including voting rights, dividend participation, or rights to liquidation proceeds, prior to conversion. Token holders’ rights are limited to the utility functions of the eGolfVillage ecosystem until a qualifying regulatory event occurs and conversion is completed.

8. Effective Date and Duration

This Plan shall take effect upon adoption by the Corporation’s Board of Directors and shall remain in effect until:

  • All authorized shares in the Token Conversion Equity Pool have been issued; or

  • The Plan is terminated or replaced by Board resolution.