Accrew Member-Owner Terms

1.Spend

Spend is a member’s total monthly Accrew Card transaction amount for all transactions occurring in a calendar month, less all transactions that have been successfully disputed, refunded, or reversed during a calendar month or prior month. Transactions do not include any ATM withdrawals or deposits.

2.+1UP

+1UP is the first Owner Rewards tier, when a member spends over $400 on an Accrew card in a calendar month, they will receive 40% of their contributed Profits.

3.+2UP

+2UP is the second Owner Rewards tier, when a member spends over $800 on an Accrew card in a calendar month, they will receive 60% of their contributed Profits.

4.Boosted

Boosted status is when a member has a 1UP or 2UP status and has successfully invited 1 or more new members to Accrew. For every successful invite, they will receive 40% of the average member’s contributed Profits, calculated as follows.

To prevent large concentrations of ownership by one member, the maximum number of successful invites per member is capped at 50,000 per member.

5.Successful Invite

Successful Invite is defined as a new member who receives an invite link, signs up to become an Accrew member, and spends at least $400 on their Accrew cards during their lifetime membership. Terms on a successful invite may change based on profitability, and members will be notified of any changes 30 days in advance.

6.Profits

Profits is at least 90% of Accrew’s Net Income with the remaining percentage used for the growth of Accrew. All the Profits will be transferred to the Profit-Sharing Pool or Accrew account on Accrew’s banking platform. If Accrew is not profitable, it will distribute at least 20% of members’ total net interchange revenue to the profit-sharing pool or Accrew account. Members will be notified of any changes 30 days in advance.

7.Profit-Sharing Pool

Profit-Sharing Pool is defined as the Profits (≥90% of Accrew’s Net Income or 20%-50% of members’ net interchange revenue, whichever is greater) transferred to the Accrew account on Accrew’s Banking Platform.

8.Net Interchange

Net Interchange is defined as revenue generated from a member spending on their Accrew card paid by the merchant. Net Interchange is expected to be at least 0.90% of the transaction amount net of the network fees and issuing bank fees.

9.Shares

Shares are issued to members monthly based on their accumulated Profits in a given month and the number of Total Shares Issued in a given month to members. The number of shares a member will receive each month is calculated as follows.

10.Contributed Profits

Contributed Profits is defined as your monthly profits generated each month for spending on your Accrew card and successfully inviting new members to the Accrew platform. Your monthly Contributed Profits (%) is calculated above.

11.Total Monthly Shares Issued

Total Monthly Shares Issued in a given month to all members will be the number of shares exchanged or redeemed for cash the previous month by members. If for some reason, no shares are exchanged/redeemed the previous month by members, Accrew will issue 500,000 shares the following month. Subsequently, when members exchange or redeem their shares that month, Accrew will keep 500,000 of the shares exchanged. This mechanism is designed to create liquidity in the Shares Issued while keeping the number of Total Current Shares Outstanding static at 38 Million.

12.Shares Exchange

Shares Exchange allows members the ability to exchange their Accrew Shares for a percentage of the Profit-Sharing Pool, distributed as a cash payment to their Accrew checking account at any time. The cash payment is calculated as follows.

Shares ExchangedTotal Current Shares Outstanding(A Shares + B Shares)

×

Profit-Sharing Pool

=

$ Cash Payment

13.Share Price

Share Price is the price per individual Accrew Share calculated in real-time based on the following calculation.

Share Price

=

Profit-Sharing PoolTotal Current Shares Outstanding

Total Current Shares Outstanding

=

Total Current A Shares Outstanding

+

Total Current B Shares Outstanding

Members may redeem their shares for cash at any time, based on their share of a designated Profit-Sharing Pool (≥90% of Accrew’s Net Income or 20%-50% of members’ net interchange revenue, whichever is greater). Immediately upon completion of a exchange/redemption, the redeemed Accrew Shares shall be removed from the “Total Current Shares Outstanding” and the “Profit-Sharing Pool” shall be reduced by the calculated cash payment. All calculations are based on real-time data available via the Company’s database. In the event multiple members simultaneously request an exchange or redemption the Company will queue the requests to ensure correct portion of profits are distributed.

Active Member status is when you spend over $400 on your Accrew card over the lifetime of your membership.

5% Ownership Cap will prevent large concentrations of ownership by one member, the maximum percentage ownership by members will be 5%. If a member accumulates more than 5% of the Total Current Shares Outstanding, Accrew will automatically exchange or redeem the excess shares above the 5% threshold for a cash payment. Insiders (Operators & Investors) are exempt from the 5% Ownership Cap to comply with the lockup requirement, create an incentive for investment, and reward stewardship for growth of Accrew or more profits for the members.

Total Current Shares Outstanding is calculated as follows.

Accrew aims to keep this number at 38 Million, and when the Accrew Profits increase over time while the number of shares outstanding stays the same, the Accrew shares will appreciate or the price/share will increase.

Estimated Values may vary based on the rate of members redeeming Shares and the growth of Accrew. The Estimated Values calculated above assumes, collectively members will redeem 70% of their Shares for cash along with Accrew reaching 5,000 members in the 1st year, 25,000 members in the 2nd year, 100,000 members in the 3rd year, 500,000 members in the 4th year, and 2,000,000 members in the 5th year.

Ownership and Value of a member’s Accrew Shares represent an ownership interest in Accrew, Inc. — not a guarantee of profit. The value of a member’s shares is tied to Accrew’s financial performance and subject to change.

No Public Trading of Accrew Shares are non-transferable except for redemption/repurchase by Accrew, Inc. The shares may not be sold or traded to any third party.

Modifications and material changes to these rewards terms will be communicated to members in advance, and they may be given an opportunity to redeem their shares under the current terms if they disagree with the changes.